Exhibit 2.1

 

EXECUTION VERSION

 

FIRST AMENDMENT TO LOAN AGREEMENT

 

This AMENDMENT (this “ Amendment ”) dated as of October 19, 2018, to the Loan Agreement, dated as of August 30, 2018 (as amended or otherwise modified prior to the date hereof, the “ Loan Agreement ”; the Loan Agreement, as amended by this Amendment, the “ Amended Loan Agreement ”), by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (“ UNFI ”), UNITED NATURAL FOODS WEST, INC. , a California corporation (“ UNFW ”) and certain Subsidiaries of UNFI party thereto from time to time that become borrowers (each such Subsidiary, together with UNFI and UNFW, collectively, the “ U.S. Borrowers ”), UNFI CANADA, INC. , a corporation organized under the Canada Business Corporations Act (the “ Canadian Borrower ” and, together with the U.S. Borrowers, collectively, the “ Borrowers ”), the financial institutions party to the Loan Agreement from time to time as lenders (collectively, “ Lenders ”), BANK OF AMERICA, N.A. , a national banking association, as administrative agent for the Lenders (“ Administrative Agent ”), BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian agent for the Lenders (“ Canadian Agent ”), and the other parties party thereto.

 

WHEREAS, the Borrowers have requested that the Loan Agreement be amended as set forth in the pages of the Loan Agreement attached as Exhibit A hereto.

 

WHEREAS, the U.S. Borrowers have requested an increase in the U.S. Revolver Commitments by an aggregate principal amount of $100,000,000 in accordance with Section 2.1.7. of the Loan Agreement (the “ 2018 Incremental Facility ”).

 

WHEREAS, this Amendment includes amendments to the Loan Agreement that are subject to the approval of the Required Lenders and that will become effective on the Amendment Effective Date (as defined below) on the terms and subject to the conditions set forth herein.

 

WHEREAS, the Lenders party hereto (collectively, the “ Consenting Lenders ” and, each, a “ Consenting Lender ”) constitute the Required Lenders under the Loan Agreement immediately prior to the effectiveness of this Amendment, and each Consenting Lender consents to this Amendment.

 

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Defined Terms.   Unless otherwise defined herein, capitalized terms which are defined in the Loan Agreement are used herein as therein defined.

 

SECTION 2. Amendment.   Each of the parties hereto agrees that, effective on the Amendment Effective Date, the Loan Agreement shall be amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Loan Agreement attached as Exhibit I hereto, (ii) add Exhibit G thereto, which is in the form of Exhibit II hereto and (iii) insert the updates to the Schedules to the Loan Agreement, attached as Exhibit III hereto (collectively, the “ Schedule Updates ”).

 

SECTION 3. Increase in Commitments.   Effective as of the date hereof, subject to the terms and conditions set forth herein, the Aggregate U.S. Revolver Commitments and the Aggregate

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Commitments shall be increased by the amount of $100,000,000 each, and such increase shall be allocated as specified on Exhibit IV hereto opposite the name of each Lender providing such U.S. Revolver Commitments in respect of the 2018 Incremental Facility (each, an “ Incremental Lender ”).

 

SECTION 4. Effectiveness.  This Amendment shall become effective as of the date (the “ Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received executed counterparts of this Amendment that, when taken together, bear the signatures of the Administrative Agent, each Borrower and the Consenting Lenders.

 

SECTION 5. Representations and Warranties.   Each Borrower hereby represents and warrants that, after giving effect to the provisions of this Amendment, the following statements are true and correct:

 

(a)                                  the execution, delivery and performance of this Amendment and the Amended Loan Agreement have been duly authorized by all necessary corporate or other organizational action on the part of such Borrower;

 

(b)                                  this Amendment has been duly executed and delivered by such Borrower and is a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; and

 

(c)                                   no Default or Event of Default has occurred and is continuing.

 

SECTION 6. Effect of Amendment.

 

(a)                                  Except as expressly set forth herein, this Amendment shall not (i) by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Loan Agreement or any other Loan Document or (ii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document in similar or different circumstances.

 

(b)                                  From and after the Amendment Effective Date, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Loan Agreement in any other Loan Document shall be deemed a reference to the Amended Loan Agreement.  This Amendment shall constitute a “Loan Document” for all purposes of the Loan Agreement, the Amended Loan Agreement and the other Loan Documents.

 

SECTION 7.   Reaffirmation.  Each Borrower acknowledges and agrees that each Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Loan Agreement, as amended hereby).

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

SECTION 8. Miscellaneous.

 

(a)                                  Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law.  If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect.

 

(b)                                  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall together constitute one and the same instrument.  This Amendment may be delivered by facsimile or other electronic transmission of the relevant signature pages hereof.  No amendment to or modification of this Amendment shall be effective unless in writing and signed by each party hereto.

 

(c)                                   This Amendment shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks).

 

(d)                                  Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Amendment in the courts of any jurisdiction.

 

(e)                                   Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 14.3.1 of the Loan Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

 

(f)                                    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

 

[ The remainder of this page is intentionally left blank. ]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

	BORROWERS:
	UNITED NATURAL FOODS, INC.
	By:	/s/ Michael P. Zechmeister
		Name:	Michael P. Zechmeister
		Title:	Senior Vice President, Chief Financial Officer and Treasurer
		Address:		313 Iron Horse Way Providence, RI 02908 Attn: Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer Telecopy: 877-566-8481 Email: mzechmeister@unfi.com Website: www.unfi.com
	UNITED NATURAL FOODS WEST, INC.
	By:	/s/ Michael P. Zechmeister
		Name:	Michael P. Zechmeister
		Title:	Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
		Address:		313 Iron Horse Way Providence, RI 02908 Attn: Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer Telecopy: 877-566-8481 Email: mzechmeister@unfi.com Website: www.unfi.com
	UNFI CANADA, INC.
	By:	/s/ Michael P. Zechmeister
		Name:	Michael P. Zechmeister
		Title:	Chief Financial Officer,
		Address:		313 Iron Horse Way Providence, RI 02908 Attn: Michael P. Zechmeister, Senior Vice President, Chief Financial Officer and Treasurer Telecopy: 877-566-8481 Email: mzechmeister@unfi.com Website: www.unfi.com

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Edgar Ezerins
		Name: Edgar Ezerins
		Title:   SVP

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BANK OF AMERICA, N.A., as a Consenting Lender
	By:	/s/ Edgar Ezerins
		Name: Edgar Ezerins
		Title:   SVP

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BANK OF AMERICA, N.A., as an Incremental Lender
	By:	/s/ Edgar Ezerins
		Name: Edgar Ezerins
		Title:   SVP

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Consenting Lender and Canadian Lender
	By:	/s/ David Philips
		Name: David Philips
		Title:   Senior Vice President, Credit Officer Canada

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	JPMORGAN CHASE BANK, N.A., as a Consenting Lender
	By:	/s/ Thomas G. Williams
		Name: Thomas G. Williams
		Title:   Authorized Officer

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	U.S. Bank National Association, as a Consenting Lender
	By:	/s/ Nicole Manies
		Name: Nicole Manies
		Title:   Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	GOLDMAN SACHS BANK USA, as a Consenting Lender
	By:	/s/ Robert Ehudin
		Name: Robert Ehudin
		Title:   Authorized Signatory

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BRANCH BANKING AND TRUST COMPANY, as a Consenting Lender
	By:	/s/ David Miller
		Name: David Miller
		Title: Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BANK OF MONTREAL, as a Consenting Lender
	By:	/s/ Helen Alvarez-Hernandez
		Name: Helen Alvarez-Hernandez
		Title: Managing Director

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CITIZENS BANK, N.A., as a Consenting Lender
	By:	/s/ Peter Yelle
		Name: Peter Yelle
		Title: VP

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	TD BANK, N.A., as a Consenting Lender
	By:	/s/ Virginia Pulverenti
		Name: Virginia Pulverenti
		Title: Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	THE TORONTO-DOMINION BANK, as a Consenting Lender
	By:	/s/ Ryan Yee
		Name: Ryan Yee
		Title: SR. ANALYST
	By:	/s/ Darcy Mack
		Name: Darcy Mack
		Title: AVP

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	ROYAL BANK OF CANADA, as a Consenting Lender
	By:	/s/ Anna Bernat
		Name: Anna Bernat
		Title: Attorney in Fact
	By:	/s/ Jeff Patchell
		Name: Jeff Patchell
		Title: Attorney in Fact

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Consenting Lender
	By:	/s/ William O’Daly
		Name: William O’Daly
		Title: Authorized Signatory
	By:	/s/ Jeff Patchell
		Name: Christopher Zybrick
		Title: Authorized Signatory

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	PNC BANK, NATIONAL ASSOCIATION, as a Consenting Lender
	By:	/s/ Biana Musiyenko
		Name:	Biana Musiyenko
		Title:	Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CAPITAL ONE, NATIONAL ASSOCIATION, as a Consenting Lender
	By:	/s/ Micah Spellman
		Name:	Micah Spellman
		Title:	Director

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	FARM CREDIT EAST, ACA, as a Consenting Lender
	By:	/s/ Kerri B. Sears
		Name:	Kerri B. Sears
		Title:	Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Consenting Lender
	By:	/s/ William Binder
		Name:	William Binder
		Title:	Executive Director
	By:	/s/ Timoty J. Devane
		Name:	Timothy J. Devane
		Title:	Executive Director

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CITY NATIONAL BANK, as a Consenting Lender
	By:	/s/ Jack Lampert
		Name:	Jack Lampert
		Title:	Senior Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Incremental Lender and a US Lender
	By:	/s/ Lynn Gosselin
		Name:	Lynn Gosselin
		Title:	Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	JPMorgan Chase Bank, N.A., as an Incremental Lender
	By:	/s/ Thomas G. Williams
		Name:	Thomas G. Williams
		Title:	Authorized Officer

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	BRANCH BANKING AND TRUST COMPANY, as an Incremental Lender
	By:	/s/ David Miller
		Name:	David Miller
		Title:	Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	ROYAL BANK OF CANADA, as an Incremental Lender
	By:	/s/ Anna Bernat
		Name:	Anna Bernat
		Title:	Attorney in Fact
	By:	/s/ Jeff Patchell
		Name:	Jeff Patchell
		Title:	Attorney in Fact

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	PNC BANK, NATIONAL ASSOCIATION, as an Incremental Lender
	By:	/s/ Bianca Musiyenko
		Name:	Bianca Musiyenko
		Title:	Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CAPITAL ONE, NATIONAL ASSOCIATION, as an Incremental Lender
	By:	/s/ Micah Spellman
		Name:	Micah Spellman
		Title:	Director

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

	CITY NATIONAL BANK, as an Incremental Lender
	By:	/s/ Jack Lampert
		Name:	Jack Lampert
		Title:	Senior Vice President

 

[Signature Page to First Amendment to Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Exhibit I

 

[Amendments to Loan Agreement attached]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

EXECUTION VERSION

 

UNITED NATURAL FOODS, INC.,

UNITED NATURAL FOODS WEST, INC.

and certain other Subsidiaries from time to time,

as U.S. Borrowers

 

and

 

UNFI CANADA, INC. ,

as Canadian Borrower

 

LOAN AGREEMENT

 

Dated as of August 30, 2018

 

U.S.$ 2,000,000,000.00 2,100,000,000.00

 

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders

 

and

 

BANK OF AMERICA, N.A. ,
as Administrative Agent

 

BANK OF AMERICA, N.A. (acting through its Canada branch) ,

as Canadian Agent

 

GOLDMAN SACHS BANK USA, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION ,

as Co-Syndication Agents

 

and

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

 

BANK OF AMERICA, N.A.,

 

GOLDMAN SACHS BANK USA, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION ,
as Joint Lead Arrangers and Joint Bookrunners

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

LIST OF EXHIBITS AND SCHEDULES

 

Exhibit A                                                                                              U.S. Revolver Note
Exhibit B                                                                                              Canadian Note
Exhibit C                                                                                              Assignment and Acceptance
Exhibit D                                                                                              Assignment Notice
Exhibit E                                                                                               Intercreditor Agreement

Exhibit F                                                                                                Credit Card Notification

Exhibit G                                                                                              Secured Bank Product Notification

 

Schedule 1.1(a)                                                             U.S. Revolver Commitments and Canadian Commitments of Lenders
Schedule 1.1(b)                                                             Fiscal Periods; Fiscal Quarters
Schedule 9.1.4                                                                  Names and Capital Structure
Schedule 9.1.11                                                           Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.14                                                           Environmental Matters
Schedule 9.1.16                                                           Litigation
Schedule 9.1.18                                                           Pension Plans
Schedule 9.1.20                                                           Labor Contracts
Schedule 10.1.11                                                    Post-Closing Deliverables

Schedule 10.2.1                                                           Existing Debt
Schedule 10.2.2                                                           Existing Liens
Schedule 10.2.5                                                           Existing Investments
Schedule 10.2.17                                                    Existing Affiliate Transactions

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

LOAN AGREEMENT

 

THIS LOAN AGREEMENT is dated as of August 30, 2018, by and among UNITED NATURAL FOODS, INC. , a Delaware corporation (“ UNFI ”), UNITED NATURAL FOODS WEST, INC. , a California corporation (“ UNFW ”) and certain Subsidiaries of UNFI party hereto from time to time that become borrowers pursuant to Section 10.1.9 (each such Subsidiary, together with UNFI and UNFW, collectively, “ U.S. Borrowers ”), UNFI CANADA, INC. , a corporation organized under the Canada Business Corporations Act (“ Canadian Borrower ” and, together with U.S. Borrowers, collectively, “ Borrowers ”), the financial institutions party to this Agreement from time to time as lenders (collectively, “ Lenders ”), BANK OF AMERICA, N.A. , a national banking association, as administrative agent for the Lenders (“ Administrative Agent ”), BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian agent for the Lenders (“ Canadian Agent ”), the Co-Syndication Agents set forth on the cover page hereof, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. , GOLDMAN SACHS BANK USA , and WELLS FARGO BANK, NATIONAL ASSOCIATION , JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION , as Joint Lead Arrangers and Joint Bookrunners.

 

R E C I T A L S:

 

WHEREAS , on the Closing Date, UNFI will acquire (the “ Supervalu Acquisition ”) Supervalu Inc., a Delaware corporation (“ Supervalu ”), pursuant to the Agreement and Plan of Merger, dated as of July 25, 2018 (together with the schedules and exhibits thereto and as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner not prohibited hereunder, the “ Supervalu Acquisition Agreement ”), by and among, inter alia , Supervalu Inc., UNFI and Supervalu Enterprises, Inc., a wholly-owned subsidiary of UNFI incorporated under the laws of the State of Delaware.

 

WHEREAS , in connection with the foregoing, the Borrowers have initially requested the Lenders to make available to the Borrowers an asset based revolving credit facility in an initial aggregate principal amount of U.S.$2,000,000,000, which facility will initially consist of U.S. Revolver Commitments of U.S.$1,950,000,000 and Canadian Commitments of U.S.$50,000,000, and the proceeds under which will be used for the purposes set forth in Section 2.1.3.

 

WHEREAS , on October 19, 2018, the Borrowers established pursuant to the First Amendment to Loan Agreement dated as of such date an increase in the U.S. Revolver Commitments of U.S.$100,000,000 .

 

WHEREAS , in connection with the foregoing, on the Closing Date, the Borrower Agent shall use the proceeds of (x) cash on hand, (y) the loans incurred under the Term Loan Facility and (z) the Loans made on the Closing Date to fund (i) the payment of consideration pursuant to the terms and conditions of the Supervalu Acquisition Agreement, and the other payments contemplated by the Supervalu Acquisition Agreement, (ii) the repayment in full (or the termination, discharge or defeasance) of, and termination of commitments under, all outstanding indebtedness (and the release of guarantees and liens securing such indebtedness) of (A) the Borrower Agent and its Subsidiaries under (1) the Term Loan Agreement, dated as of August 14, 2014, by and among the Borrower Agent, Bank of America, N.A., as administrative agent, the lenders party thereto and the other parties party thereto (the “ Existing UNFI Term Loan Credit Agreemen t”) and (2) that Third Amended and Restated Loan and Security Agreement, dated as of April 29, 2016, by and among UNFI, UNFW, THE Canadian Borrower, the lenders party thereto, the Administrative Agent and the other parties party thereto (the “ Existing UNFI ABL Credit Agreement ”) (including the payment in full of any outstanding interest, fees and expenses

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

owing or accruing under or in respect of the Existing UNFI ABL Credit Agreement) and (B) Supervalu Inc. and its Subsidiaries under (1) the Second Amended and Restated Term Loan Credit Agreement, dated as of January 31, 2014, by and among Supervalu Inc., Goldman Sachs Bank USA, as administrative agent, the lenders party thereto and the other parties party thereto, (2) the Amended and Restated Credit Agreement, dated as of March 21, 2013, by and among Supervalu Inc., Wells Fargo Bank, National Association, as administrative agent, the lenders party thereto and the other parties party thereto, (3) Supervalu Inc.’s 6.75% Senior Notes due June 1, 2021 and (4) Supervalu Inc.’s 7.75% Senior Notes due November 15, 2022 (the repayment, termination, discharge, defeasance, arrangement and release of all such indebtedness in this clause (ii) or, solely, in the case of the Existing UNFI Term Loan Credit Agreement, the giving of irrevocable notice for the repayment or redemption thereof in full, collectively, the “ Closing Date Refinancing ”), (iii) fees and expenses incurred in connection with the foregoing and transactions related thereto and (iv) working capital and general corporate purposes.

 

WHEREAS , substantially concurrently with the closing of the Supervalu Acquisition, the Borrower Agent is entering into the Term Loan Agreement to incur first lien term loans in an aggregate principal amount of up to $ 2,150,000,000 1,950,000,000 (intended to consist of a $1,800,000,000 term loan “B” tranche and a $150,000,000 364-day tranche) , subject to the terms of the Intercreditor Agreement.

 

WHEREAS , the Lenders have indicated their willingness to make Loans, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree as follows:

 

SECTION 1.                          DEFINITIONS; RULES OF CONSTRUCTION

 

1.1.                             Definitions . As used herein, the following terms have the meanings set forth below:

 

ABL Priority Collateral : as defined in the Intercreditor Agreement.

 

Account : as defined in the UCC or PPSA, as applicable, and all “claims” (for purposes of the Civil Code of Québec), including all rights to payment for goods sold or leased, or for services rendered.

 

Account Debtor : a Person who is obligated under an Account, Chattel Paper or General Intangible, including, without limitation, a Credit Card Issuer, a Credit Card Processor, a Fiscal Intermediary or another Third Party Payor.

 

Acquired EBITDA : with respect to any Acquired Entity or Business for any period or any Converted Restricted Subsidiary, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.

 

Acquired Entity or Business : the meaning specified in the definition of the term “Consolidated EBITDA.”

 

Adjusted Aggregate Availability : the sum of (a) Aggregate Availability, plus (b) subject to Section 10.1.1(c), the amount by which (i) the sum of (A) the U.S. Accounts Formula Amount, plus (B).

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Bank of America Indemnitees : Bank of America and its Affiliates and their respective officers, directors, employees, branches (including Bank of America-Canada Branch), agents, mandataries, and attorneys.

 

Bank Product : any of the following products, services or facilities extended to any Borrower or Subsidiary by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower or Subsidiary, other than Letters of Credit.

 

Bank Product Reserve : the sum of (a) with respect to Qualified Secured Bank Product Obligations, an amount equal to the sum of the maximum amounts of the then outstanding Qualified Secured Bank Product Obligations to be secured as set forth in the notices delivered by Secured Bank Product Providers providing such Qualified Secured Bank Product Obligations and the Borrower Agent to the Administrative Agent in accordance with clause (b) of the definition of Secured Bank Product Providers plus (b) with respect to any other Secured Bank Product Obligations, the aggregate amount of reserves established by Administrative Agent from time to time in its Permitted Discretion to reflect the reasonably anticipated liabilities in respect of such other then outstanding Secured Bank Product Obligations.

 

Bankruptcy Code : Title 11 of the United States Code.

 

Base Rate : for any day, a per annum rate equal to the highest of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; and (c) LIBOR for a one-month interest period as determined on such day, plus 1.0%.

 

Base Rate Loan : any Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in U.S. Dollars.

 

Beneficial Ownership Certification : a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

 

Beneficial Ownership Regulation : 31 C.F.R. § 1010.230.

 

Benefits Plan : (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

 

Board of Governors : the Board of Governors of the Federal Reserve System.

 

Borrowed Money : with respect to any Obligor, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit agreements or similar instruments, (iii) accrues interest in the absence of default or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property (excluding trade payables owing in the Ordinary Course of Business); (b) Capital Leases; (c) reimbursement obligations with respect to standby letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Borrower or any Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by such Borrower or such Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “ Acquired Entity or Business ”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “ Converted Restricted Subsidiary ”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Senior Officer and delivered to the Lenders and the Administrative Agent. For purposes of determining the Consolidated EBITDA for any period, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by any Borrower or any Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “ Sold Entity or Business ”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “ Converted Unrestricted Subsidiary ”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

 

Consolidated First Lien Net Leverage Ratio : with respect to any most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis, the ratio of (a) Consolidated Total Debt (i) that is secured by a Lien on the Collateral on a pari passu or senior priority basis with the Liens securing the Term Loan Facility (but without regard to the control of remedies) or (ii) that constitutes Capital Lease obligations of the Borrower Agent or any of its Subsidiaries, plus, the principal amount of Obligations, as of the last day of such most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis to (b) Consolidated EBITDA of the Borrowers and the Subsidiaries for such most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis . ; provided that, with respect to any date of determination occurring during the fiscal months ending closest to October 31, November 30 and December 31 of any Fiscal Year of the Borrower Agent, an amount equal to $150,000,000 shall be deducted from the calculation of Consolidated Total Debt for the purposes of this calculation.

 

Consolidated Interest Expense : with respect to any Person for any period (and with respect to the Borrowers and Subsidiaries, such Persons on a consolidated basis), without duplication, the sum of:

 

(a)                                  consolidated interest expense of such Person for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Debt at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments, (d) the interest component of Capital Lease obligations and (e) net payments, if any, pursuant to interest rate obligations under any Hedging Agreements with respect to Debt); plus

 

(b)                                  consolidated capitalized interest of such Person for such period, whether paid or accrued; less

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption.

 

Consolidated Secured Net Leverage Ratio : with respect to any most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis, the ratio of (a) Consolidated Total Debt that is secured by a Lien on the property of the Borrower Agent or any of its Subsidiaries and (b) Consolidated EBITDA of the Borrowers and the Subsidiaries for such most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis . ; provided that, with respect to any date of determination occurring during the fiscal months ending closest to October 31, November 30 and December 31 of any Fiscal Year of the Borrower Agent, an amount equal to $150,000,000 shall be deducted from the calculation of Consolidated Total Debt for the purposes of this calculation.

 

Consolidated Total Debt : as of any date of determination, (a) the aggregate principal amount of Debt of the Borrowers and the Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Debt resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Debt for borrowed money (including obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments), Capital Lease obligations and letters of credit (but only to the extent any letter of credit has been drawn but not reimbursed) minus (b) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other than any nonconsensual Lien that is permitted under the Loan Documents, Liens of the Administrative Agent, Liens in favor of the Term Loan Facility Agent under the Term Loan Facility Documents and any Liens securing other Debt permitted hereunder to be secured by a Lien on the Collateral along with the Obligations), which aggregate amount of cash and Cash Equivalents shall be determined without giving pro forma effect to the proceeds of Debt incurred on such date; provided that Consolidated Total Debt shall not include obligations under Hedging Agreements entered into in the ordinary course of business and not for speculative purposes.

 

Consolidated Total Net Leverage Ratio : with respect to any most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis, the ratio of (a) Consolidated Total Debt as of the last day of such any most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis to (b) Consolidated EBITDA of the Borrowers and the Subsidiaries for such most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis . ; provided that, with respect to any date of determination occurring during the fiscal months ending closest to October 31, November 30 and December 31 of any Fiscal Year of the Borrower Agent, an amount equal to $150,000,000 shall be deducted from the calculation of Consolidated Total Debt for the purposes of this calculation.

 

Contingent Obligation : any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt or dividend (“ primary obligations ”) of another obligor (“ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

HIPAA Compliance Plan : as defined in Section 9.1.29.(a) .

 

Immaterial Subsidiary : any Subsidiary of a Borrower that, together with its Subsidiaries, (a) generated less than 5% of Consolidated EBITDA gross revenues for the Fiscal Year most recently ended or (b) had total assets (including Equity Interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of less than 5% of the total assets of the Borrowers and their Subsidiaries, on a consolidated basis, as of the end of the Fiscal Year most recently ended; provided , however , that if at any time there are Subsidiaries that are classified as “Immaterial Subsidiaries” but that collectively (i) generated more than 5% of Consolidated EBITDA gross revenues for the Fiscal Year most recently ended or (ii) had total assets (including Equity Interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total assets of the Borrowers and their Subsidiaries on a consolidated basis, as of the end of the Fiscal Year most recently ended, then the Borrowers shall cause such Subsidiaries to comply with the provisions of Section 10.1.9 such that, after such Subsidiaries become Guarantors hereunder, the Subsidiaries that are not Guarantors shall (A) have generated less than 5% of Consolidated EBITDA gross revenues for the Fiscal Year most recently ended and (B) have had total assets of less than 5% of the total assets of the Borrowers and their Subsidiaries on a consolidated basis as of the end of the Fiscal Year most recently ended. To the extent any of such Subsidiaries are acquired or formed during the relevant Fiscal Year, the percentages set forth above shall be calculated on a pro forma basis after giving effect to such acquisition or formation as if such acquisition or formation had occurred on the first day of such Fiscal Year.

 

Incremental Equivalent Debt: Debt of any Borrower or any Subsidiary in an aggregate principal amount not to exceed the Maximum Incremental Facilities Amount so long as (A) such Debt shall not mature prior to the date that is 91 days after the latest Applicable Termination Date (or prior to the latest Applicable Termination Date in the case of any such Debt that is secured with a Lien on the Term Loan Priority Collateral ranking pari passu with the Liens securing the Term Loan Facility); provided , that the foregoing requirements of this clause (A) shall not apply to the extent such Debt constitutes a customary bridge facility, so long as the long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (A), (B) such Debt shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the initial term loans under the Term Loan Facility; provided , that the foregoing requirements of this clause (2) shall not apply to the extent such Debt constitutes a customary bridge facility, so long as the long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (B), (C) in the case of any secured Incremental Equivalent Debt, shall be subject to customary intercreditor terms (including those in the Intercreditor Agreement and/or any other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent, as applicable), (D) such Debt is not guaranteed by any Person other than any Obligor, (E) if such Debt is secured, it is not secured by any assets other than the Collateral and (F) the maximum aggregate principal amount of Incremental Equivalent Debt that may be incurred by Subsidiaries that are not Obligors shall not exceed the greater of (x) U.S.$50,000,000 and (y) 5.00% of Consolidated EBITDA of the Borrowers and the Subsidiaries for the most recently ended most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis at any one time outstanding (this clause (F), the “ Non-Loan Party Incremental Debt Baske t”).

 

Incremental Fixed Dollar Basket : the greater of (x) $875,000,000 and (y) 100% of Consolidated EBITDA (calculated on a pro forma basis) for the most recently ended period of four consecutive Fiscal Quarters.

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Purchase Money Lien : a Lien that secures (a) Capital Leases or any Refinancing Debt with respect thereto or (b) Purchase Money Debt or any Refinancing Debt with respect thereto, in each case, encumbering only the fixed or capital assets acquired with such Debt (and additions and accessions to such assets and the proceeds and the products thereof and customary security deposits) and constituting a purchase money security interest under the UCC, in the case of clause (b), the PPSA or other Applicable Law.

 

Qualified Cash : as of any date of determination, as to any Person, the aggregate amount of unrestricted cash and Cash Equivalents of such Person and its Subsidiaries as of such date that is (a) held in a Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits), investment account, securities account or such other account, in each case, with the Administrative Agent, (b) subject to the Applicable Agent’s first priority perfected Lien and (c) not subject to any other Lien, other than nonconsensual Liens permitted under Section 10.2.2 having priority by operation of applicable Law, without limiting the ability of the Administrative Agent to change, establish or eliminate any Availability Reserves in its Permitted Discretion on account of any such nonconsensual Liens; provided that the Borrower Agent shall promptly notify the Administrative Agent of any such nonconsensual Lien after obtaining knowledge thereof.

 

Qualified ECP : an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.

 

Qualified Equity Interests : any Equity Interests of UNFI that are not Disqualified Equity Interests.

 

Qualified Secured Bank Product Obligations : Debt, obligations and other liabilities with respect to Hedging Agreements owing by a Borrower or Subsidiary to a Secured Bank Product Provider, that the Borrower Agent, in a written notice to the Administrative Agent, has expressly requested be treated as Qualified Secured Bank Product Obligations for purposes hereof, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates or branches) specified by such provider and the Borrower Agent in writing to the Administrative Agent, which amount may be established and increased or decreased by further written notice from such provider and the Borrower Agent to the Administrative Agent from time to time as long as no Overadvance would result from establishment of a Bank Product Reserve for such amount. The reasonably anticipated liabilities in respect of such obligations with respect to Hedging Agreements owed to Bank of America and its Affiliates or branches shall constitute Qualified Secured Bank Product Obligations unless otherwise agreed by Bank of America or such Affiliate or branch. Notwithstanding the foregoing, in no event shall Qualified Secured Bank Product Obligations of an Obligor include its Excluded Swap Obligations.

 

RCRA : the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

 

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

 

Recipient : any Agent, Issuing Bank, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation.

 

Refinancing Conditions : the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of (i) any Borrower, Subsidiary or other Obligor to grant Liens on any assets for the benefit of the Secured Parties with respect to the Obligations or (ii) any Borrower (other than UNFI), Subsidiary or other Obligor to declare or make Distributions or to repay any intercompany Debt.

 

Royalties : all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.

 

S&P : Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc., and any successor thereto.

 

Sale Leaseback : means any transaction or series of related transactions pursuant to which any Borrower or any of the Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

 

Sanctions : any international economic sanctions administered or enforced by the United States Government (including OFAC), the Canadian government, the United Nations Security Council or the European Union, Her Majesty’s Treasury.

 

Scheduled Unavailability Date : as defined in Section 3.6 .

 

Secured Bank Product Obligations : Debt, obligations and other liabilities with respect to Bank Products owing by a Borrower or Subsidiary to a Secured Bank Product Provider, that the Borrower Agent, in a written notice to the Administrative Agent, has expressly requested be treated as Secured Bank Product Obligations and/or a Qualified Secured Bank Product Obligation for purposes hereof, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates or branches) specified by such provider and the Borrower Agent in writing to the Administrative Agent, which amount may be established and increased or decreased by further written notice from such provider and the Borrower Agent to the Administrative Agent from time to time as long as no Default or Event of Default exists and no Overadvance would result from establishment of a Bank Product Reserve for such amount; provided , that Secured Bank Product Obligations of an Obligor shall not include its Excluded Swap Obligations.

 

Secured Bank Product Provider : (a) Bank of America or any of its Affiliates or branches; and (b) any other Person that is a Lender or Affiliate or branch of a Lender that is providing a Bank Product (x) on the Closing Date with respect to any Bank Product existing on the Closing Date or (y) at the time it enters into an agreement to provide a Bank Product (even though, at a later time of determination, such Person or such Person’s Affiliate no longer holds any commitments or Loans hereunder) , provided such provider and the Borrower Agent deliver delivers written notice to Administrative Agent, in the form and substance satisfactory to attached hereto as Exhibit G or in such other form as agreed by the Administrative Agent, within 10 days (or such later date as the Administrative Agent may agree) following the later of the Closing Date or the creation of the Bank Product, (i) describing the Bank Product and setting forth the maximum amount of the related Secured Bank Product Obligations (and, if all or any portion of such Secured Bank Product Obligations are to constitute Qualified Secured Bank Product Obligations, the maximum amount of such Qualified Secured Bank Product Obligations) , which amount may be established and increased or decreased by further written notice from such provider to the Administrative

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Agent from time to time, that are to be secured by the Collateral, and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 12.13 .

 

Secured Parties : Agents, Issuing Banks, Lenders and Secured Bank Product Providers.

 

Security Agreements : (a) the Closing Date U.S. Security Agreement and (b) any other security agreement or joinder agreement that may be entered into after the Closing Date with respect to a Subsidiary of the Borrowers formed or acquired after the Closing Date, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

 

Security Documents : the Guaranties, Security Agreements, Closing Date Canadian Security Documents, Deposit Account Control Agreements, Credit Card Notifications and all other security agreements, deeds of hypothec, pledge agreements, or other collateral security agreements, instruments or documents entered into or to be entered into by an Obligor pursuant to which such Obligor grants or perfects a security interest in certain of its assets to the Applicable Agent, including PPSA and UCC financing statements and financing change statements, as applicable, required to be executed or delivered pursuant to any Security Document, and in each case any applicable joinder agreement to any of the foregoing.

 

Seller Note : any unsecured promissory note (and any guarantee thereof) issued by one or more Obligors (or any Subsidiary of an Obligor organized for purposes of the corresponding Permitted Acquisition, which as a part of such Permitted Acquisition will contemporaneously be merged with or into an Obligor or otherwise will become an Obligor promptly thereafter in accordance with this Agreement) in favor of a seller in connection with a Permitted Acquisition in an aggregate principal amount not to exceed the purchase price in respect of such Permitted Acquisition.

 

Senior Officer : each of the chairman of the board, president, chief executive officer, chief financial officer, chief accounting officer and any senior vice president of a Borrower or, if the context requires, any other Obligor.

 

Settlement Report : a report summarizing (a) U.S. Revolver Loans and participations in U.S. LC Obligations outstanding as of a given settlement date, allocated to U.S. Revolver Lenders on a Pro Rata basis in accordance with their U.S. Revolver Commitments and (b) Canadian Loans and participations in Canadian LC Obligations outstanding as of a given settlement date, allocated to Canadian Lenders on a Pro Rata basis in accordance with their Canadian Commitments.

 

Signing Date : August 30, 2018.

 

Sold Entity or Business : the meaning specified in the definition of the term “Consolidated EBITDA.”

 

Solvent : as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or, in the case of the Canadian

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Borrowers or the Canadian Borrower, as the case may be, shall deliver a U.S. Revolver Note or Canadian Note, as the case may be, to such Lender.

 

2.1.3.                   Use of Proceeds . The proceeds of Loans shall be used by the applicable Borrowers solely (a) on the Closing Date, to issue or cash collateralize any letters of credit or, to the extent necessary, to fund any increase to the upfront fees or original issue discount arising in connection with the primary syndication of the Term Loan Facility, (b) on or after the Closing Date, to finance working capital and general corporate purposes, including Permitted Acquisitions permitted under Section 10.2.5 , from time to time for the Borrower Agent and its Subsidiaries, (c) on the Closing Date, to fund a portion of the purchase price in connection with the Supervalu Acquisition and (d) on the Closing Date, to pay transaction fees, costs and expenses; provided , that the aggregate amount of Loans made on the Closing Date for purposes set forth in clauses (b) through (d) above shall not exceed $ 1,200,000,000 1,475,000,000 in the aggregate plus , at the Borrower Agent’s election, an amount sufficient to fund any increase to the upfront fees or original issue discount arising in connection with the primary syndication of the Term Loan Facility. The Borrowers shall not, directly or indirectly, use the Loan proceeds or Letters of Credit (i) to fund any activities or business of or with any Person that, at the time of such funding, is the target of Sanctions, or is located in any Designated Jurisdiction, in each case, in violation of applicable Sanctions, or (ii) in a way that would result in a violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions by the Borrowers or any of their Subsidiaries or any other Person participating in the Loans or the Letters of Credit (whether as underwriter, advisor, investor, or otherwise).

 

2.1.4.                                      Voluntary Reduction or Termination of Commitments .

 

(a)                                  Voluntary Reduction or Termination of U.S. Revolver Commitments and Aggregate Commitments .

 

(i)                                      The U.S. Revolver Commitments shall terminate on the U.S. Revolver Termination Date, unless sooner terminated in accordance with this Agreement.

 

(ii)                                   Upon prior written notice to Administrative Agent, Borrowers may, at their option, terminate the unused Aggregate Commitments and this credit facility; provided , that such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination. Any notice of termination given by Borrowers shall be irrevocable ( provided , further , however, that the Borrowers may specify in any such notice that such termination is conditioned upon the consummation of financing arrangements and the Borrowers may rescind any notices of termination or reduction under this Section 2.1.4(a)  if such termination or reduction would have resulted from a refinancing of this credit facility, which refinancing shall not be consummated or shall be delayed). On the termination date, Borrowers shall make Full Payment of all Obligations.

 

(iii)                                U.S. Borrowers may permanently reduce the unused U.S. Revolver Commitments, on a Pro Rata basis for each U.S. Revolver Lender, upon prior written notice to Administrative Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given; provided , that such notice must be received by the Administrative Agent not later than 11:00 a.m.

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

(d)                                  Debt with respect to Bank Products incurred in the Ordinary Course of Business;

 

(e)                                   Permitted Contingent Obligations;

 

(f)                                    Refinancing Debt as long as each Refinancing Condition is satisfied; provided , that (i) in the case of Refinancing Debt with respect to Debt permitted or originally incurred under clause (b), (e), (h), (i), (j), (l), (m), (n), (o), (p), (t), (u), (v), (w) or (x) of this Section 10.2.1 , the incurrence of such Refinancing Debt shall be deemed to be incurred in reliance on the relevant clause noted above and not under this clause (f) and (ii) in the case of any Debt listed or described in Section 2 of Schedule 10.2.1 that is Debt of the Borrower Agent or any of its Subsidiaries owing to the Borrower Agent or any of its Subsidiaries, the lender or other obligee under such Refinancing Debt shall be the Borrower Agent or one of its Subsidiaries;

 

(g)                                   Debt representing an Investment that is not prohibited by Section 10.2.5 ;

 

(h)                                  intercompany Debt permitted by Section 10.2.7 ;

 

(i)                                      Debt represented by financed insurance premiums;

 

(j)                                     Debt representing deferred compensation to current or former employees, officers and directors of a Borrower or Subsidiary incurred in the Ordinary Course of Business;

 

(k)                                  Debt under any Seller Note; provided , that (i) to the extent that such Debt becomes due and payable and such payments are required to be made by the Borrower Agent or any Subsidiary, the Borrower Agent or such Subsidiary shall make such payments within two (2) Business Days thereof and (ii) the terms of such Seller Note shall be reasonably satisfactory to the Administrative Agent;

 

(l)                                      Debt under the Term Loan Agreement in an aggregate principal amount not to exceed (x) $ 2,150,000,000 1,950,000,000 plus (y) the aggregate principal amount of Debt permitted to be incurred as “Incremental Facilities” under and as defined in the Term Loan Agreement as in effect on the Closing Date not to exceed at any time the Maximum Incremental Facilities Amount (or pursuant to any comparable provisions to the extent such provisions are not used to incur an aggregate principal amount of such Debt in excess of the Maximum Incremental Facilities Amount);

 

(m)                              Debt in respect of Incremental Equivalent Debt;

 

(n)                                  Debt that is not included in any of the clauses of this Section and does not exceed the greater of (x) U.S. $125,000,000 and (y) 15.00% of Consolidated EBITDA of the Borrowers and the Subsidiaries for the most recently ended period of four consecutive Fiscal Quarters calculated on a pro

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Exhibit II

 

[Form of Secured Bank Product Notification attached]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

[DATE]

 

Via Facsimile No: (860) 952-6803

 

Bank of America, N.A., as, Administrative Agent

CityPlace I

185 Asylum Street

Hartford, Connecticut 06103

Attention: Edgar Ezerins

 

Re:                              Notice of Secured Bank Product Provider

 

Sir or Madam:

 

Reference is made to that certain Loan Agreement, dated as of August 30, 2018, by and among UNITED NATURAL FOODS, INC. , UNITED NATURAL FOODS WEST, INC. , and certain other Subsidiaries from time to time (as U.S. Borrowers), UNFI CANADA, INC. (as Canadian Borrower), certain financial institutions (as Lenders), and BANK OF AMERICA, N.A. (as Administrative Agent), as amended, restated, supplemented, renewed, or otherwise modified from time to time (the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Loan Agreement.

 

Notice is hereby provided, pursuant to the definition of “Secured Bank Product Provider” in Section 1.1 of the Loan Agreement, that [United Natural Foods, Inc.] has entered into a Hedging Agreement on [DATE] with [BANK], a Lender and Secured Bank Product Provider under the Loan Agreement. The Hedging Agreement is an [interest rate swap] governed by [an ISDA Master Agreement and Schedule]. We respectfully request that such Hedging Agreement be treated as a [Qualified] Secured Bank Product Obligation under the Loan Agreement, to be secured by the Collateral in the amount of [$ - ]. The methodology used to calculate this amount is [METHODOLOGY]. [BANK] hereby agrees to be bound by the terms of Section 12.13 of the Loan Agreement.

 

Please let us know if you have any questions.

 

	Sincerely,
	[BANK], as Lender and Secured Bank Product Provider
	By:
	Its:

 

 

ACKNOWLEDGED AND AGREED AS OF

 

Bank of America, N.A., as Administrative Agent
By:
Its:

 

With a copy to:

 

Davis Polk and Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attention: Jason Kyrwood

Fax: 212-450-5425

E-mail: Jason.kyrwood@davispolk.com

 

 

Exhibit III

 

[Schedule Updates to the Amended Loan Agreement]

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Name		Jurisdiction		Number / Class of Authorized Shares		Number / Class of Issued Shares		Record Owner		Percent Ownership of Issued Shares
Borrowers
United Natural Foods, Inc.		Delaware		Common — 100,000,000 Preferred — 5,000,000		Common — 50,410,808 (1) Preferred — 0		N/A		N/A
United Natural Foods West, Inc.		California		Common — 100,000		Common — 1		United Natural Foods, Inc.		100%
UNFI Canada, Inc.		Canada		Common — Unlimited		Common — 100		United Natural Foods, Inc.		100%
Subsidiaries
Albert’s Organics, Inc.		California		Voting — 99,500 Non-Voting — 500		Voting — 579.36 Non-Voting — 0		United Natural Foods, Inc.		100%
Blue Marble Brands, LLC		Delaware		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
DS & DJ Realty, LLC		Florida		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
Fromages De France, Inc.		California		Common — 100		Common — 100		Tony’s Fine Foods , Inc.		100%
Gourmet Guru, Inc.		New York		Common — 200		Common — 200		United Natural Foods, Inc.		100%
Natural Retail Group, Inc.		Delaware		Common — 10,000		Common — 1,000		United Natural Foods, Inc.		100%
Nor-Cal Produce, Inc.		California		Common-1,000		Common — 1,000		United Natural Foods, Inc.		100%
SCTC, LLC		Florida		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
Select Nutrition, LLC		Delaware		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
Tony’s Fine Foods		California		Common — 200,000		Common — 122,500		United Natural Foods West, Inc.		100%
SUPERVALU INC.		Delaware		Common — 1,000		Common — 1,000		United Natural Foods, Inc.		100%
Tutto Pronte		California		Common — 100		Common — 100		Tony’s Fine Foods , Inc.		100%
UNFI Transport, LLC		Delaware		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
United Natural Trading, LLC		Delaware		N/A		N/A		United Natural Foods, Inc. (sole member)		100%
Direct and Indirect Subsidiaries of SUPERVALU INC.(2)
Advantage Logistics - Southeast, Inc.		Alabama		1,000 shares of common stock, $0.01 par value		100 shares of common stock, $0.01 par value		[***]		100%
Advantage Logistics Southwest, Inc.		Arizona		1,000 shares of common stock, no par value		1,000 shares of common stock, no par value		[***]		100%

 

---

(1)          As of August 23, 2018.

*                  Information on file with the Borrowers.

(2)          Information for direct and indirect Subsidiaries of  Supervalu is current as of August 28, 2018 and is subject to change prior to the Closing Date pursuant to the previously disclosed potential Supervalu interim reorganization.

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Name		Jurisdiction		Number / Class of Authorized Shares		Number / Class of Issued Shares		Record Owner		Percent Ownership of Issued Shares
Advantage Logistics USA East L.L.C.		Delaware		N/A		100 units (uncertificated)		[***]		100%
Advantage Logistics USA West L.L.C.		Delaware		N/A		100 units (uncertificated)		[***]		100%
American Commerce Centers, Inc.		Florida		100,000 shares of common stock, $0.01 par value		*		[***]		100%
Arden Hills 2003 L.L.C.		Delaware		N/A		506 units		SUPERVALU INC.		90%
Associated Grocers Acquisition Company		Florida		100,000 shares of common stock, $0.01 par value		*		[***]		100%
Associated Grocers of Florida, Inc.		Florida		10,000 shares of common stock, $0.01 par value		*		[***]		100%
Billings Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Billings Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Billings Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Bismarck Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Bismarck Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Bismarck Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Blaine North 1996 L.L.C.		Delaware		N/A		137.3619 units		SUPERVALU INC.		70%
Blue Nile Advertising, Inc.		Florida		100,000 shares of common stock, $0.01 par value per share		*		[***]		100%
Burnsville 1998 L.L.C.		Delaware		N/A		363.35 units		SUPERVALU INC.		77.5%
Butson Enterprises of Vermont, Inc.		Vermont		500 shares of common stock, no par value		300 shares of common stock, no par value		[***]		100%
Butson’s Enterprises of Massachusetts, Inc.		Massachusetts		1,000 shares of common stock, no par value		*		[***]		100%
Butson’s Enterprises, Inc.		New Hampshire		7,500 shares of Class A voting stock, $1.00 par value; 7,500 shares of Class B non-voting stock, $1.00 par value		2,386 shares of Class A voting stock, $1.00 par value; 2,500 shares of Class B non-voting stock, $1.00 par value		[***]		100%
Cambridge 2006 L.L.C.		Delaware		N/A		1,000 units		SUPERVALU INC.		100%
[***]		[***]		[***]		[***]		[***]		[***]
Champaign Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Champaign Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Name		Jurisdiction		Number / Class of Authorized Shares		Number / Class of Issued Shares		Record Owner		Percent Ownership of Issued Shares
Champaign Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Champlin 2005 L.L.C.		Delaware		N/A		1,814.708 units (uncertificated)		SUPERVALU INC.		100%
Coon Rapids 2002 L.L.C.		Delaware		N/A		182.2658 units (uncertificated)		SUPERVALU INC.		64%
Crown Grocers, Inc.		California		100,000 shares (par value not specified)		*		[***]		100%
Cub Foods, Inc.		Delaware		5,000 shares of common stock, $0.01 par value		1,000 shares of common stock, $0.01 par value		[***]		100%
Cub Stores, LLC		Delaware		N/A		1,000 units		[***]		100%
Eagan 2008 L.L.C.		Delaware		N/A		166.719 units (uncertificated)		SUPERVALU INC.		51%
Eagan 2014 L.L.C.		Delaware		N/A		536.9547 units (uncertificated)		SUPERVALU INC.		51%
[***]		[***]		[***]		[***]		[***]		[***]
Eastern Region Management Corporation		Virginia		5,000 shares of stock, $1.00 par value		*		[***]		100%
Fargo Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Fargo Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Fargo Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
FF Acquisition, L.L.C.		Virginia		N/A		10 units		[***]		100%
Foodarama LLC		Delaware		N/A		315 units		[***]		100%
Forest Lake 2000 L.L.C.		Delaware		N/A		147.906 units (uncertificated)		SUPERVALU INC.		65%
Fridley 1998 L.L.C.		Delaware		N/A		412.73 units (uncertificated)		SUPERVALU INC.		82%
Grocers Capital Company		California		500,000 Class A shares, no par value; 2,000,000 Class B shares, no par value; 24 Class C shares, no par value		*		[***]		100%
Hastings 2002 L.L.C.		Delaware		N/A		421.5499 units (uncertificated)		SUPERVALU INC.		51%
Hazelwood Distribution Company, Inc.		Delaware		5,000 shares of common stock, $0.01 par value		1,000 shares of common stock, $0.01 par value		[***]		100%
Hazelwood Distribution Holdings, Inc.		Delaware		5,000 shares of common stock, $0.01 par value		1,000 shares of common stock, $0.01 par value		[***]		100%
Hazelwood Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Hazelwood Wholesale Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Hopkins Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Name		Jurisdiction		Number / Class of Authorized Shares		Number / Class of Issued Shares		Record Owner		Percent Ownership of Issued Shares
Hopkins Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Hopkins Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Hornbacher’s, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		120 shares of common stock, $0.001 par value		[***]		100%
International Distributors Grand Bahama Limited		Bahamas		5,000 shares, $1.00 each		4,999 shares, $1.00 each		[***]		99.98%
Inver Grove Heights 2001 L.L.C.		Delaware		N/A		375.03 units		SUPERVALU INC.		100%
Keatherly, Inc.		New Hampshire		300 shares of common stock, no par value; 300 shares of Class common stock, no par value		*		[***]		100%
Keltsch Bros., Inc.		Indiana		*		1,000 shares of common stock, $1.00 par value		[***]		100%
Lakeville 2014 L.L.C.		Delaware		N/A		273.8863 units (uncertificated)		SUPERVALU INC.		51%
Maplewood East 1996 L.L.C.		Delaware		N/A		667 units		SUPERVALU INC.		100%
Market Company, Ltd.		Bermuda		12,000 shares, $1.00 par value		12,000 shares, $1.00 par value		[***]		100%
Market Improvement Company		Florida		3,000 shares of Class A common stock, $100 par value; 7,000 shares of Class B common stock, $100 par value		*		[***]		100%
Monticello 1998 L.L.C.		Delaware		N/A		449.2737 units (uncertificated)		SUPERVALU INC.		90%
NAFTA Industries Consolidated, Inc.		Texas		1,000,000 shares of stock, $0.01 par value		*		[***]		51%
NAFTA Industries, Ltd.		Texas		100 units, $5,860.80 per unit		51 units, $5,860.80 per unit (uncertificated)		[***]		51%
NC&T Supermarkets, Inc.		Ohio		750 shares of common stock, no par value		100 shares of common stock, no par value		[***]		100%
Nevada Bond Investment Corp. I		Nevada		1,000 shares of common stock, $0.01 par value		*		[***]		100%
Northfield 2002 L.L.C.		Delaware		N/A		362.4074 units (uncertificated)		SUPERVALU INC.		51%
Oglesby Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Oglesby Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Oglesby Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Plymouth 1998 L.L.C.		Delaware		N/A		279.90 units (uncertificated)		SUPERVALU INC.		62.5%
Savage 2002 L.L.C.		Delaware		N/A		113.2856 units (uncertificated)		SUPERVALU INC.		51%

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

 

 

Name		Jurisdiction		Number / Class of Authorized Shares		Number / Class of Issued Shares		Record Owner		Percent Ownership of Issued Shares
SFW Holding Corp.		Delaware		1,000 shares of common stock, $0.01 par value		500 shares of common stock, $0.01 par value		[***]		100%
Shop ‘N Save East Prop, LLC		Delaware		N/A		1,000 units		[***]		100%
Shop ‘N Save East, LLC		Delaware		N/A		10,199,000 units		[***]		100%
Shop ‘N Save Prop, LLC		Delaware		N/A		1,000 units		[***]		100%
Shop ‘N Save St. Louis, Inc.		Missouri		1,000 shares of common stock, no par value		1,000 shares of common stock, no par value		[***]		100%
Shop ‘N Save Warehouse Foods, Inc.		Missouri		3,000 shares of common stock, $10.00 par value		100 shares of common stock, $10.00 par value		[***]		100%
Shoppers Food Warehouse Corp.		Ohio		25,000 shares of Class A non-voting common stock, $5.00 par value; 25,000 shares of Class B voting common stock, $5.00 par value		10,000 shares of Class B voting common stock, $5.00 par value		[***]		100%
Shorewood 2001 L.L.C.		Delaware		N/A		415 units (uncertificated)		SUPERVALU INC.		83%
Silver Lake 1996 L.L.C.		Delaware		N/A		66.827748 units (uncertificated)		SUPERVALU INC.		51%
[***]		[***]		[***]		[***]		[***]		[***]
Stevens Point Distribution Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Stevens Point Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Stevens Point Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Sunflower Markets, LLC		Delaware		N/A		100 units (uncertificated)		[***]		100%
Super Rite Foods Equipment Company, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
Super Rite Foods Operations Company, LLC		Delaware		N/A		1,000 units		[***]		100%
Super Rite Foods, Inc.		Delaware		3,000 shares of common stock, no par value		1,000 shares of common stock, $0.01 par value		[***]		100%
SUPERVALU Enterprise Services, Inc.		Delaware		5,000 shares of common stock, $0.001 par value		1,000 shares of common stock, $0.001 par value		[***]		100%
SUPERVALU Enterprises, Inc.		Delaware		57,142,857 shares of common stock, $0.01 par value; 1,000,000 shares of preferred stock		1,000 shares of common stock, $0.01 par value		SUPERVALU INC.		100%
SUPERVALU Gold, LLC		Delaware		N/A		100 units (uncertificated)		SUPERVALU INC.		100%

 

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.