EX-2.1 2 a18-37175_1ex2d1.htm EX-2.1

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.$2,000,000,000.002,100,000,000.00

 

 

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 INCORPORATEDBANK 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 Agreement”) 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 $2,150,000,0001,950,000,000 (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 EBITDAgross 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 EBITDAgross 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 EBITDAgross 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 Basket”).

 

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 deliverdelivers written notice to Administrative Agent, in the form and substance satisfactory toattached 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 $1,200,000,0001,475,000,000 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) $2,150,000,0001,950,000,000 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.

 


 

Name

 

Jurisdiction

 

Number / Class
of Authorized Shares

 

Number / Class
of Issued Shares

 

Record Owner

 

Percent Ownership of
Issued Shares

SUPERVALU Holdco, Inc.

 

Delaware

 

5,000 shares of common stock, $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

[***]

 

100%

SUPERVALU Holdings 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%

SUPERVALU Holdings Operations Company, Inc.

 

Delaware

 

5,000 shares of common stock $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

[***]

 

100%

SUPERVALU Holdings PA 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%

SUPERVALU Holdings PA Operations Company, LLC

 

Delaware

 

N/A

 

1,000 units

 

[***]

 

100%

SUPERVALU Holdings, Inc.

 

Missouri

 

100,000 shares of common stock, $0.01 par value

 

1,001.5 shares of common stock, $0.01 par value

 

[***]

 

100%

SUPERVALU Holdings - PA LLC

 

Pennsylvania

 

N/A

 

10 units

 

[***]

 

100%

SUPERVALU India, Inc.

 

Minnesota

 

1,000 shares of common stock, no par value

 

1,000 shares of common stock, no par value

 

[***]

 

100%

SUPERVALU Licensing, LLC

 

Delaware

 

N/A

 

1,000 units

 

[***]

 

100%

SUPERVALU Merger Sub, Inc.

 

Delaware

 

5,000 shares of common stock, $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

SUPERVALU Enterprises, Inc.

 

100%

SUPERVALU Penn 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%

SUPERVALU Penn Operations Company, LLC

 

Delaware

 

N/A

 

1,000 units

 

[***]

 

100%

SUPERVALU Penn, LLC

 

Pennsylvania

 

N/A

 

1,000 units

 

[***]

 

100%

SUPERVALU Pharmacies, Inc.

 

Minnesota

 

10,000 shares of common stock, $0.01 par value

 

*

 

[***]

 

100%

SUPERVALU Receivables Funding Corporation

 

Delaware

 

1,000 shares of common stock $10.00 par value

 

*

 

[***]

 

100%

SUPERVALU Services USA, Inc.

 

Minnesota

 

1,000 shares of common stock, no par value

 

1,000 shares of common stock, no par value

 

[***]

 

100%

SUPERVALU
Transportation, Inc.

 

Minnesota

 

25,000 shares of common stock, $0.01 par value

 

1,000 shares of common stock, $0.01 par value

 

[***]

 

100%

SUPERVALU TTSJ, LLC

 

Delaware

 

N/A

 

100 units

 

[***]

 

100%

SUPERVALU WA, L.L.C.

 

Delaware

 

N/A

 

100 units

 

[***]

 

100%

SUPERVALU Wholesale 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

SUPERVALU Wholesale Holdings, Inc.

 

Delaware

 

5,000 shares of common stock, $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

[***]

 

100%

SUPERVALU Wholesale Operations, Inc.

 

Delaware

 

5,000 shares of common stock, $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

[***]

 

100%

SUPERVALU Wholesale, Inc.

 

Delaware

 

5,000 shares of common stock, $0.001 par value

 

1,000 shares of common stock, $0.001 par value

 

[***]

 

100%

SV Markets, Inc.

 

Ohio

 

1,000 shares of common stock, no par value

 

*

 

[***]

 

100%

SVU Legacy, LLC

 

Delaware

 

N/A

 

1,000 units

 

[***]

 

100%

TC Michigan LLC

 

Michigan

 

N/A

 

*

 

[***]

 

100%

TTSJ Aviation, Inc.

 

Delaware

 

1,000 shares of common stock, $0.001 par value

 

100 shares of common stock, $0.001 par value

 

[***]

 

100%

Ultra Foods, Inc.

 

New Jersey

 

1,000 shares of common stock, $1.00 par value

 

1,000 shares of common stock, $1.00 par value

 

[***]

 

100%

Unified Grocers, Inc.

 

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

 

*

 

SUPERVALU INCWholesale Operations, Inc.

 

100%

Unified International, Inc.

 

Delaware

 

3,000 shares of common stock, $1.00 par value

 

*

 

Unified Grocers, Inc.

 

100%

W. Newell & Co. Distribution Company, LLC

 

Delaware

 

N/A

 

1,000 units

 

[***]

 

100%

W. Newell & Co. 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%

W. Newell & Co., LLC

 

Delaware

 

N/A

 

100 units (uncertificated)

 

[***]

 

100%

Wetterau Insurance Co. Ltd.

 

Bermuda

 

*

 

*

 

[***]

 

100%

WSI Satellite, Inc.

 

Missouri

 

30,000 shares of common stock, $1.00 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.

 



 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

MO

 

SUPERVALU Holdings, Inc.

 

American Greetings Corporation

 

File No. 20100025328E
Filed: 3/10/2010
Lapse Date: 3/10/2020

Continuation
File No. 1502235038390
Filed: 2/23/2015

Amendment
File No. 1608247554554
Filed: 8/23/2016

 

Inventory sold or delivered by Secured Party or its affiliates to Debtor.

DE

 

SUPERVALU Inc.

 

Forsythe/McArthur Associates, Inc.

 

File No. 20080714996
Filed: 2/28/2008
Lapse Date: 2/28/2018

Continuation
File No. 20123586692
Filed: 9/18/2012

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

General Electric Capital Corporation

 

File No. 20081059250
Filed: 3/20/2008
Lapse Date: 3/20/2018

Secured Party Amendment
File No. 20125082773
Filed: 12/28/2012

Continuation
File No. 20125082781
Filed: 12/28/2012

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

General Electric Capital Corporation

 

File No. 20081059292
Filed: 3/20/2008
Lapse Date: 3/20/2018

Secured Party Amendment
File No. 20125088010
Filed: 12/28/2012

Continuation
File No. 20125088028
Filed: 12/28/2012

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

SUPERVALU Inc.

 

Crown Credit Company

 

File No. 20092161534
Filed: 7/6/2009
Lapse Date: 7/6/2019

Continuation
File No. 20142201762
Filed: 6/6/2014

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

NCR Corporation

 

File No. 20092513429
Filed: 8/5/2009
Lapse Date: 8/5/2019

Continuation
File No. 20143059110
Filed: 7/31/2014

 

All products, including without limitations, equipment, components, software, deliverables and supplies, whether now or hereafter acquired, which are acquired (directly or indirectly) from NCR Corporation and/or the acquisition of which is financed by NCR Corporation, and all proceeds.

DE

 

SUPERVALU Inc.

 

American Greetings Corporation

 

File No. 20100806459
Filed: 3/10/2010
Lapse Date: 3/10/2020

Continuation
File No. 20150636505
Filed: 2/13/2015

Collateral Amendment
File No. 20150775261
Filed: 2/24/2015

Amendment
File No. 20165092620
Filed: 8/22/2016

 

Inventory sold or delivered by Secured Party or its affiliates to Debtor.

DE

 

SUPERVALU Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20114575224
Filed: 11/30/2011
Lapse Date: 11/30/2016

 

Specific equipment.

DE

 

SUPERVALU Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20114575240
Filed: 11/30/2011
Lapse Date: 11/30/2016

 

Specific equipment.

DE

 

SUPERVALU Inc.

 

Nestle Dreyer’s Ice Cream Company

 

File No. 20115000438
Filed: 12/20/2011
Lapse Date: 12/20/2016

 

Specific consigned products.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

SUPERVALU Inc.

 

Papyrus/Recycled Greetings, Inc.

 

File No. 2012246111120178058689
Filed: 6/26/201212/6/2017
Lapse Date: 6/26/201712/6/2022

Amendment
File No. 20180827176
Filed 2/5/2018

 

Inventory sold or delivered by Secured Party to Debtor on a scan based trading and consignment basis.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 2012263497220144729984
Filed: 7/9/201211/21/2014
Lapse Date: 7/9/201711/21/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20123107341
Filed: 8/10/2012
Lapse Date: 8/10/2017

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20123761444
Filed: 9/28/2012
Lapse Date: 9/28/2017

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

Banc of America Leasing & Capital, LLC
Citi Finance LLC

Bank of Cape Cod

 

File No. 2013097781020132337609
Filed: 3/14/20136/18/2013
Lapse Date: 3/14/20186/18/2023

Collateral Amendment
File No. 2013108019220132566801
Filed: 3/21/20137/3/2013

AmendmentContinuation
File No. 2013195850420184089666
Filed: 5/22/20136/15/2018

Amendment
File No. 20131970707
Filed: 5/23/2013

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20131479444
Filed: 4/17/2013
Lapse Date: 4/17/2018

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20131769141
Filed: 5/8/2013
Lapse Date: 5/8/2018

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

SUPERVALU Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20132337609
Filed: 6/18/2013
Lapse Date: 6/18/2018

Collateral Amendment
File No. 20132566801
Filed: 7/3/2013

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

Bank of Cape Cod

 

File No. 20132990712
Filed: 8/1/2013
Lapse Date: 8/1/2018

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20133839785
Filed: 10/1/2013
Lapse Date: 10/1/2018

 

Specific equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20134603222
Filed: 11/21/2013
Lapse Date: 11/21/2018

 

Specific equipment.

DE

 

SUPERVALU Inc.

 

Data Sales Co., Inc.

 

File No. 20140082693
Filed: 1/8/2014
Lapse Date: 1/8/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

Data Sales Co., Inc.

 

File No. 20141709716
Filed: 5/1/2014
Lapse Date: 5/1/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

CenturyLink Communications, LLC

 

File No. 20141885748
Filed: 5/13/2014
Lapse Date: 5/13/2019

 

Specific equipment.

DE

 

SUPERVALU Inc.

 

Consignor: TNG GP

 

File No. 20143887247
Filed: 9/19/2014
Lapse Date: 9/19/2019

 

Consigned goods.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20144748711
Filed: 11/24/2014
Lapse Date: 11/24/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20144775862
Filed: 11/25/2014
Lapse Date: 11/25/2019

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20144791000
Filed: 11/26/2014
Lapse Date: 11/26/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20144832580
Filed: 12/2/2014
Lapse Date: 12/2/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

IBM Credit LLC

 

File No. 20145032339
Filed: 12/11//201412/11/2014
Lapse Date: 12/11/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20145134879
Filed: 12/17//201412/17/2014
Lapse Date: 12/17/2019

 

Specific leased equipment.

DE

 

SUPERVALU Inc.

 

Nestle DSD Company;

Dreyer’s Grand Ice Cream, Inc.;

Nestle Dreyer’s Ice Cream Company

 

File No. 20153127312
Filed: 7/20/2015
Lapse Date: 7/20/2020

Amendment
File No. 20181569207
Filed: 3/7/2018

 

(a) Ice cream, frozen novelties & other products sold under the following brand names: Dreyer’s, Skinny Cow, Frosty Paws, Edy’s, Nestle or Haegen/Dazs; and
(b) Frozen pizza & other frozen dinner items & products sold under the following brand names: DiGiornio, California Pizza Kitchen, Tombstone or Jack’s.

DE

 

SUPERVALU Inc.

 

Noreast Capital Corporation

 

File No. 20154950720
Filed: 10/27/2015
Lapse Date: 10/27/2020

 

UCC statement filing is for notice purposes & is not intended to convert lease into security agreement.

2 — CM2400 cash manager safes located at Shoppers Food and Pharmacy, 5600 Thea Alameda, Baltimore, MD 21239.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Bank of America, N.A.

 

File No. 20074212980
Filed: 11/6/2007
Lapse Date: 11/6/2022

Amendment
File No. 20122160986
Filed: 6/6/2012

Continuation
File No. 20122164319
Filed: 6/6/2012

Amendment
File No. 20152078144
Filed: 5/14/2015

Continuation
File No. 20175133290
Filed: 8/2/2017

 

Specific leased equipment

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20120533721
Filed: 2/9/2012
Lapse Date: 2/9/2022

Assignment
File No. 20166170318
Filed: 10/7/2016

Continuation
File No. 20166170318
Filed: 10/11/2016

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20120563363
Filed: 2/13/2012
Lapse Date: 2/13/2022

Assignment
File No. 20166216152
Filed: 10/10/2016

Continuation
File No. 20166270548
Filed: 10/12/2016

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20120572448
Filed: 2/13/2022
Lapse Date: 2/13/2022

Assignment
File No. 20166218406
Filed: 10/10/2016

Continuation
File No. 20166270688
Filed: 10/12/2016

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20120828246
Filed: 3/2/2012
Lapse Date: 3/2/2022

Assignment
File No. 20166700023
Filed: 10/31/2016

Continuation
File No. 20166873598
Filed: 11/7/2016

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20120920175
Filed: 3/9/2012
Lapse Date: 3/9/2022

Assignment
File No. 20166760001
Filed: 11/2/2016

Continuation
File No. 20167070392
Filed: 11/15/2016

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20121183930
Filed: 3/28/2012
Lapse Date: 3/28/2022

Assignment
File No. 20166966772
Filed: 11/10/2016

Continuation
File No. 20167128984
Filed: 11/17/2016

 

Specific leased equipment.

 

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.

 

S-10.2.2



 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Konica Minolta Premier Finance

 

File No. 20121708322
Filed: 5/2/2012
Lapse Date: 5/2/2022

Continuation
File No. 20170935632
Filed: 2/10/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

CF Motor Vehicle Leases, LLC

 

File No. 20121768359
Filed: 5/7/2012
Lapse Date: 5/7/2022

Assignment
File No. 20170302254
Filed: 1/13/2017

Continuation
File No. 20170304342
Filed: 1/31/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Crown Credit Company

 

File No. 20122046920
Filed: 5/29/2012
Lapse Date: 5/29/2022

Continuation
File No. 20171360608
Filed: 3/1/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

CF Motor Vehicle Leases, LLC

 

File No. 20122459420
Filed: 6/26/2012
Lapse Date: 6/26/2022

Assignment
File No. 20171201133
Filed: 2/22/2017

Continuation
File No. 20171204509
Filed: 2/22/2017

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

CF Motor Vehicle Leases, LLC

 

File No. 20123091230
Filed: 8/9/2012
Lapse Date: 8/9/2022

Assignment
File No. 20172118997
Filed: 3/31/2017

Continuation
File No. 20172123054
Filed: 3/31/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20123785625
Filed: 10/1/2012
Lapse Date: 10/1/2022

Assignment
File No. 20174049901
Filed: 6/19/2017

Continuation
File No. 20174050826
Filed: 6/19/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20123799162
Filed: 10/2/2012
Lapse Date: 10/2/2022

Assignment
File No. 20174121437
Filed: 6/22/2017

Continuation
File No. 20174124282
Filed: 6/22/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20123930338
Filed: 10/11/2012
Lapse Date: 10/11/2022

Assignment
File No. 20174418296
Filed: 7/5/2017

Continuation
File No. 20174769946
Filed: 7/19/2017

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124345528
Filed: 11/9/2012
Lapse Date: 11/9/2022

Assignment
File No. 20175150781
Filed: 8/3/2017

Continuation
File No. 20175229593
Filed: 8/7/2017

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124345569
Filed: 11/09/12
Lapse Date: 11/09/2022

Assignment
File No. 20175150922
Filed: 08/03/17

Continuation
File No. 20175229841
Filed: 08/07/1 7

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124351062
Filed: 11/09/12
Lapse Date: 11/09/2022

Assignment
File No. 20175167983
Filed: 08/04/1 7

Continuation
File No. 20175247355
Filed: 08/08/1 7

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124596690
Filed: 11/29/12
Lapse Date: 11/29/2022

Assignment
File No. 20175603748
Filed: 08/23/17

Continuation
File No. 2017560831 7
Filed: 08/23/17

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124599983
Filed: 11/29/12
Lapse Date: 11/29/2022

Assignment
File No. 20175608598
Filed: 08/23/17

Continuation
File No. 20175612533
Filed: 08/23/17

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20124600799
Filed: 11/29/12
Lapse Date: 11/29/2022

Assignment
File No. 20175603722
Filed: 08/23/17

Continuation
File No. 20175607145
Filed: 08/23/17

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20130168931
Filed: 01/11/13
Lapse Date: 01/11/2023

Assignment
File No. 20177006478
Filed: 10/20/17

Continuation
File No. 20177010843
Filed: 10/20/17

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20131423053
Filed: 04/12/13
Lapse Date: 04/12/2023

Assignment
File No. 2018012 6249
Filed: 01/05/18

Continuation
File No. 2018012 7296
Filed: 01/05/18

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 2013181 71 71
Filed: 05/13/13
Lapse Date: 05/13/2023

Continuation
File No. 20180524641
Filed: 01/23/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20131817346
Filed: 05/13/13
Lapse Date: 05/13/2023

Continuation
File No. 20180524609
Filed: 01/23/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20132122944
Filed: 06/04/13
Lapse Date: 06/04/2023

Assignment
File No. 20181031240
Filed: 02/13/18

Continuation
File No. 20181040589
Filed: 02/13/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20132753433
Filed: 07/17/13
Lapse Date: 07/17/2023

Continuation
File No. 20180525572
Filed: 01/23/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20132753482
Filed: 07/17/13
Lapse Date: 07/17/2023

Continuation
File No. 20180525564
Filed: 01/23/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20132921956
Filed: 07/26/13
Lapse Date: 07/26/2023

Continuation
File No. 20180725313
Filed: 01/31/18

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20133182491
Filed: 08/14/13
Lapse Date: 08/14/2023

Continuation
File No. 20181384581
Filed: 02/28/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20133411841
Filed: 09/03/13
Lapse Date: 09/03/2023

Continuation
File No. 20181594825
Filed: 03/08/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20133771459
Filed: 09/27/13
Lapse Date: 09/27/2023

Continuation
File No. 20182345 672
Filed: 04/06/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20133771616
Filed: 09/27/13
Lapse Date: 09/27/2023

Continuation
File No. 20182345664
Filed: 04/06/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20133958965
Filed: 10/09/13
Lapse Date: 10/09/2023

Continuation
File No. 20182775894
Filed: 04/24/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20134291085
Filed: 11/01/13
Lapse Date: 11/01/2023

Continuation
File No. 20183280407
Filed: 05/14/18

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20134738614
Filed: 12/03/13
Lapse Date: 12/03/2023

Continuation
File No. 20184698268
Filed: 07/09/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20135132825
Filed: 12/27/13
Lapse Date: 12/27/2023

Continuation
File No. 20185461922
Filed: 08/08/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20135148151
Filed: 12/30/13
Lapse Date: 12/30/2023

Continuation
File No. 20185779984
Filed: 08/21/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20140379396
Filed: 01/29/14
Lapse Date: 01/29/2024

Continuation
File No. 20185781618
Filed: 08/21/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20140780379
Filed: 02/28/14
Lapse Date: 02/29/2024

Continuation
File No. 20186117440
Filed: 09/05/18

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

General Electric Capital Corporation

 

File No. 20140905778
Filed: 03/07/14
Lapse Date: 03/07/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20141684430
Filed: 04/30/14
Lapse Date: 04/30/2019

 

Specific leased equipment.

 

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.

 

S-10.2.2



 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20141684455
Filed: 04/30/14
Lapse Date: 04/30/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20142558567
Filed: 06/30/14
Lapse Date: 06/30/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20143059367
Filed: 07/31/14
Lapse Date: 07/31/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

BB&T Equipment Finance Corporation

 

File No. 20144003547
Filed: 10/06/14
Lapse Date: 10/06/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20144543443
Filed: 11/11/14
Lapse Date: 11/11/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20144543476
Filed: 11/11/14
Lapse Date: 11/11/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20144740304
Filed: 11/24/14
Lapse Date: 11/24/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20144799268
Filed: 11/26/14
Lapse Date: 11/26/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20144799292
Filed: 11/26/14
Lapse Date: 11/26/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20145300041
Filed: 12/30/14
Lapse Date: 12/30/2019

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20150661917
Filed: 02/17/15
Lapse Date: 02/17/2020

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20151032415
Filed: 03/11/15
Lapse Date: 03/11/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20151222701
Filed: 03/24/15
Lapse Date: 03/24/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20152243896
Filed: 05/27/15
Lapse Date: 05/27/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20152714714
Filed: 06/24/15
Lapse Date: 06/24/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153309928
Filed: 07/30/15
Lapse Date: 07/30/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153309993
Filed: 07/30/15
Lapse Date: 07/30/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Lease Corporation of America

 

File No. 20153499034
Filed: 07/31/15
Lapse Date: 07/31/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153332573
Filed: 07/31/15
Lapse Date: 07/31/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153391348
Filed: 08/05/15
Lapse Date: 08/05/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153421087
Filed: 08/06/15
Lapse Date: 08/06/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20153468567
Filed: 08/11/15
Lapse Date: 08/11/2020

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153617486
Filed: 08/19/15
Lapse Date: 08/19/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153693966
Filed: 08/24/15
Lapse Date: 08/24/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20153890000
Filed: 9/3/2015
Lapse Date: 9/3/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20154157433
Filed: 9/18/2015
Lapse Date: 9/18/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20154157607
Filed: 9/18/2015
Lapse Date: 9/18/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20154157912
Filed: 9/18/2015
Lapse Date: 9/18/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20154157938
Filed: 9/18/2015
Lapse Date: 9/18/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20155110928
Filed: 11/3/2015
Lapse Date: 11/3/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Hitachi Data Systems Credit Corp.

 

File No. 20155621403
Filed: 11/25/2015
Lapse Date: 11/25/2020

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20160322733
Filed: 1/15/2016
Lapse Date: 1/15/2021

Assignment
File No. 20160844751
Filed: 2/11/2016

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20161018868
Filed: 2/19/2016
Lapse Date: 2/19/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20161813581
Filed: 3/28/2016
Lapse Date: 3/28/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20161909694
Filed: 3/31/2016
Lapse Date: 3/31/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20161913779
Filed: 3/31/2016
Lapse Date: 3/31/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20162213468
Filed: 4/14/2016
Lapse Date: 4/14/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20165375702
Filed: 9/2/2016
Lapse Date: 9/2/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20165388663
Filed: 9/2/2016
Lapse Date: 9/2/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20165455934
Filed: 9/7/2016
Lapse Date: 9/7/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fifth Third Equipment Finance Company

 

File No. 20165456031
Filed: 9/7/2016
Lapse Date: 9/7/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20166059974
Filed: 10/3/2016
Lapse Date: 10/3/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20166243172
Filed: 10/11/2016
Lapse Date: 10/11/2021

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20166403214
Filed: 10/18/2016
Lapse Date: 10/18/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20167432964
Filed: 12/1/2016
Lapse Date: 12/1/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20167446840
Filed: 12/1/2016
Lapse Date: 12/1/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20167446857
Filed: 12/1/2016
Lapse Date: 12/1/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20167446972
Filed: 12/1/2016
Lapse Date: 12/1/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20167446998
Filed: 12/1/2016
Lapse Date: 12/1/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Citizens Asset Finance, Inc.

 

File No. 20167872615
Filed: 12/19/2016
Lapse Date: 12/19/2021

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Cannon Financial Services, Inc.

 

File No. 20171896064
Filed: 3/23/2017
Lapse Date: 3/23/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20172552286
Filed: 4/19/2017
Lapse Date: 4/19/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20172844279
Filed: 5/1/2017
Lapse Date: 5/1/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173198899
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173198907
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173199012
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173199020
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173199087
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173199160
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20173203541
Filed: 5/15/2017
Lapse Date: 5/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272511
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272529
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272644
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272693
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272776
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272834
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20174272883
Filed: 6/28/2017
Lapse Date: 6/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20175512584
Filed: 8/18/2017
Lapse Date: 8/18/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fleet Advantage
Wells Fargo Equipment Finance, Inc.

 

File No. 20175512592
Filed: 8/18/2017
Lapse Date: 8/18/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20175711194
Filed: 8/28/2017
Lapse Date: 8/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20176155490
Filed: 9/15/2017
Lapse Date: 9/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20176155623
Filed: 9/15/2017
Lapse Date: 9/15/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Vendor Financial Services, LLC

 

File No. 20176460056
Filed: 9/28/2017
Lapse Date: 9/28/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20176618133
Filed: 10/4/2017
Lapse Date: 10/4/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20176893611
Filed: 10/16/2017
Lapse Date: 10/16/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178045496
Filed: 12/5/2017
Lapse Date: 12/5/2022

 

Specific leased equipment.

 

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.

 

S-10.2.2



 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178045595
Filed: 12/5/2017
Lapse Date: 12/5/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178645303
Filed: 12/29/2017
Lapse Date: 12/29/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178645378
Filed: 12/29/2017
Lapse Date: 12/29/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178645428
Filed: 12/29/2017
Lapse Date: 12/29/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178645436
Filed: 12/29/2017
Lapse Date: 12/29/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20178645519
Filed: 12/29/2017
Lapse Date: 12/29/2022

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181372578
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181372974
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181373048
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181373055
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181373147
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181373154
Filed: 2/27/2018
Lapse Date: 2/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181652011
Filed: 3/9/2018
Lapse Date: 3/9/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181652177
Filed: 3/9/2018
Lapse Date: 3/9/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181652292
Filed: 3/9/2018
Lapse Date: 3/9/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181652300
Filed: 3/9/2018
Lapse Date: 3/9/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181766472
Filed: 3/14/2018
Lapse Date: 3/14/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20181996285
Filed: 3/23/2018
Lapse Date: 3/23/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182187223
Filed: 3/30/2018
Lapse Date: 3/30/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182187314
Filed: 3/30/2018
Lapse Date: 3/30/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182187389
Filed: 3/30/2018
Lapse Date: 3/30/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182187397
Filed: 3/30/2018
Lapse Date: 3/30/2023

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182187488
Filed: 3/30/2018
Lapse Date: 3/30/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182567564
Filed: 4/16/2018
Lapse Date: 4/16/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182567663
Filed: 4/16/2018
Lapse Date: 4/16/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182567713
Filed: 4/16/2018
Lapse Date: 4/16/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182570642
Filed: 4/16/2018
Lapse Date: 4/16/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182754535
Filed: 4/23/2018
Lapse Date: 4/23/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182754568
Filed: 4/23/2018
Lapse Date: 4/23/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182754659
Filed: 4/23/2018
Lapse Date: 4/23/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20182754741
Filed: 4/23/2018
Lapse Date: 4/23/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183268204
Filed: 5/14/2018
Lapse Date: 5/14/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183268295
Filed: 5/14/2018
Lapse Date: 5/14/2023

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183268303
Filed: 5/14/2018
Lapse Date: 5/14/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183571904
Filed: 5/25/2018
Lapse Date: 5/25/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183789928
Filed: 6/4/2018
Lapse Date: 6/4/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183789936
Filed: 6/4/2018
Lapse Date: 6/4/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183789993
Filed: 6/4/2018
Lapse Date: 6/4/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183790009
Filed: 6/4/2018
Lapse Date: 6/4/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20183790066
Filed: 6/4/2018
Lapse Date: 6/4/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20184993594
Filed: 7/20/2018
Lapse Date: 7/20/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20185159948
Filed: 7/27/2018
Lapse Date: 7/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20185166497
Filed: 7/27/2018
Lapse Date: 7/27/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

U.S. Bank Equipment Finance, a division of U.S. Bank National Association

 

File No. 20185424193
Filed: 8/7/2018
Lapse Date: 8/7/2023

 

Specific leased equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

DE

 

United Natural Foods, Inc.

 

U.S. Bank Equipment Finance, a division of U.S. Bank National Association

 

File No. 20185424698
Filed: 8/7/2018
Lapse Date: 8/7/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20185608613
Filed: 8/14/2018
Lapse Date: 8/14/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20185608621
Filed: 8/14/2018
Lapse Date: 8/14/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20186403352
Filed: 9/17/2018
Lapse Date: 9/17/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fleet Advantage, LLC
Wells Fargo Equipment Finance, Inc.

 

File No. 20186725002
Filed: 9/28/2018
Lapse Date: 9/28/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Banc of America Leasing & Capital, LLC

 

File No. 20186725531
Filed: 9/28/2018
Lapse Date: 9/28/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Fleet Advantage, LLC
Wells Fargo Equipment Finance, Inc.

 

File No. 20186781914
Filed: 10/1/2018
Lapse Date: 10/1/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20186975318
Filed: 10/9/2018
Lapse Date: 10/9/2023

 

Specific leased equipment.

DE

 

United Natural Foods, Inc.

 

Wells Fargo Equipment Finance, Inc.

 

File No. 20186975326
Filed: 10/9/2018
Lapse Date: 10/9/2023

 

Specific leased equipment.

MN

 

Super Valu

 

Forklifts of Minnesota, Inc.

 

File No. 891253900023
Filed: 6/7/2016
Lapse Date: 6/7/2021

 

Specific equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

FL

 

Associated Grocers of Florida, Inc.

 

Crown Equipment Corporation

 

File No. 200407753689
Filed: 8/27/2004
Lapse Date: 7/29/2019

Continuation
File No. 200900121503
Filed: 3/4/2009

Collateral Amendment
File No. 201308479938
Filed: 2/21/2013

Continuation
File No. 201401904899
Filed: 7/29/2014

Name Change Amendment
File No. 201607384289
Filed: 4/21/2016

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

NMHG Financial Services, Inc.

 

File No. 200901312744
Filed: 10/6/2009
Lapse Date: 5/8/2019

Continuation
File No. 201401388068
Filed: 5/8/2014

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

Raymond Leasing Corporation

 

File No. 201207430364
Filed: 8/30/2012
Lapse Date: 7/27/2022

Collateral Amendment
File No. 201701783582
Filed: 7/11/2017

Continuation
File No. 201701979444
Filed: 7/27/2017

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

NMHG Financial Services, Inc.

 

File No. 201401771325
Filed: 7/8/2014
Lapse Date: 7/8/2019

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

Xerox Corporation

 

File No. 201502857209
Filed: 1/5/2015
Lapse Date: 1/5/2020

 

Specific equipment.

 

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.

 

S-10.2.2


 

State

 

Debtor

 

Secured Party

 

Filing Information

 

Collateral

FL

 

Associated Grocers of Florida, Inc.

 

Axis Capital, Inc.

 

File No. 201504612173
Filed: 8/4/2015
Lapse Date: 8/4/2020

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

Axis Capital, Inc.

 

File No. 20150480322X
Filed: 8/24/2015
Lapse Date: 8/24/2020

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

Axis Capital, Inc.

 

File No. 201505118512
Filed: 9/24/2015
Lapse Date: 9/24/2020

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

C T Corporation System, as representative

 

File No. 201607268882
Filed: 4/8/2016
Lapse Date: 4/8/2021

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

U.S. Bank Equipment Finance, a Division of U.S. Bank National Association

 

File No. 201609773231
Filed: 12/23/2016
Lapse Date: 12/23/2021

 

Specific equipment.

FL

 

Associated Grocers of Florida, Inc.

 

C T Corporation System, as representative

 

File No. 201700873367
Filed: 4/11/2017
Lapse Date: 4/11/2022

 

Specific equipment.

 

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.

 

S-10.2.2



 

SCHEDULE 9.1.11

 

ROYALTIES; PATENTS, TRADEMARKS AND COPYRIGHTS

 

1.              In the ordinary course of business, Supervalu and its Subsidiaries license, and pay licensee and maintenance fees for, the use of and access to, various third-party software which is used in and necessary to the conduct of its business.

 

2.              Registered Trademarks and Trademark Applications:

 

Owner

 

Trademark

 

Status

 

App. Date

 

App. No.

 

Reg. Date

 

Reg. No

 

Country

SUPERVALU Licensing, LLC

 

1 2 3 4 FOR THE COMMUNITY

 

Registered

 

Sep-12-2008

 

77568464

 

May-26-2009

 

3,626,212

 

USA

SUPERVALU Licensing, LLC

 

A FRESH TAKE ON VALUE

 

Registered

 

Jan-6-2016

 

86867130

 

Apr-4-2017

 

5177545

 

USA

SUPERVALU Licensing, LLC

 

A SMART CHOICE FOR SAVINGS. DOLLAR SMART

 

Registered

 

Apr-30-2003

 

78243633

 

Sep-20-2005

 

2996944

 

USA

SUPERVALUSupervalu Licensing, LLC

 

A TRADITION OF FRESH THINKING

 

Registered

 

Aug-23-2005

 

TMA738,2881269660

 

Apr-17-2009

 

TMA738,288

 

Canada

Unified Grocers, Inc.

 

A WORLD OF DIFFERENCE

 

Registered

 

Jan-14-2014

 

86165521

 

Mar-29-2016

 

4927982

 

USA

SUPERVALU Licensing, LLC

 

ARCTIC SHORES SEAFOOD COMPANY

 

Registered

 

Dec-12-2011

 

85492518

 

Aug-7-2012

 

4185858

 

USA

SUPERVALU Licensing, LLC

 

ARCTIC SHORES SEAFOOD COMPANY

 

Registered

 

Jun-26-2006

 

78916558

 

Feb-19-2008

 

3386833

 

USA

SUPERVALU Licensing, LLC

 

AWESOME

 

Registered

 

Jan-2-2001

 

76191790

 

Jun-4-2002

 

2576742

 

USA

Unified Grocers, Inc.

 

B.I.G. BETTER
INDEPENDENT GROCERS

 

Registered

 

Jun-10-1983

 

16737

 

Jun-10-1983

 

16737

 

California

Unified Grocers, Inc.

 

B.I.G. BETTER
INDEPENDENT GROCERS

 

Registered

 

Oct-14-2016

 

121616

 

Oct-14-2016

 

121616

 

California

SUPERVALU Licensing, LLC

 

BABY BASICS

 

Registered

 

Apr-3-1995

 

74655402

 

Mar-17-1998

 

2144905

 

USA

SUPERVALU Licensing, LLC

 

BASICS FOR KIDS

 

Registered

 

Sep-28-2006

 

77009937

 

Aug-28-2007

 

3284349

 

USA

SUPERVALU Licensing, LLC

 

BASICS FOR KIDS

 

Registered

 

Sep-28-2006

 

77009933

 

Aug-4-2009

 

3662314

 

USA

 

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.

 

S-9.1.11-14



 

TRADEMARK CASE PRINT

 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T02193-US

 

Registered

 

Regular

 

75153421

 

08/20/1996

 

2248478

 

06/01/1999

 

06/01/2019

 

06/01/2019

 

Country

United States

Trademark

SUNSPLASH MARKET

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02266-CA

 

Registered

 

Regular

 

1539398

 

08/11/2011

 

830725

 

08/27/2012

 

08/27/2027

 

08/27/2027

 

Country

Canada

Trademark

RISING MOON ORGANICS & Design

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural  Foods, Inc.

 

 

 

 

 

Blue Marble  Brands, LLC

 

U010-UNF

 

T02653-US

 

Registered

 

Regular

 

77579954

 

09/26/2008

 

3615593

 

05/05/2009

 

05/05/2019

 

05/05/2019

 

Country

United States

Trademark

UNFI

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02654-US

 

Registered

 

Regular

 

77579975

 

09/26/2008

 

3634425

 

06/09/2009

 

06/09/2019

 

06/09/2019

 

Country

United States

Trademark

UNFI DRIVEN BY NATURE and Design (logo)

Attorney

 

 

 

 

 

 

 

 

 

 

 

Client\Division

 

 

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.

 

9



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T02709-CA

 

Registered

 

Regular

 

1313435

 

08/11/2006

 

786273

 

01/04/2011

 

01/04/2026

 

01/04/2026

 

Country

Canada

Trademark

FANTASTIC WORLD FOODS

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

 

 

 

 

Blue Marble  Brands, LLC

 

U010-UNF

 

T02737-JP

 

Registered

 

Regular

 

12630694

 

12/14/1994

 

4330701

 

10/29/1999

 

10/29/2019

 

10/29/2019

 

 

Country

Japan

Trademark

FANTASTIC FOODS & DESIGN

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02737-JP1

 

Registered

 

Regular

 

12630794

 

12/14/1994

 

4282810

 

06/11/1999

 

06/11/2019

 

06/11/2019

 

 

Country

Japan

Trademark

FANTASTIC FOODS & DESIGN

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02899-US

 

Registered

 

Regular

 

77853859

 

10/21/2009

 

3820881

 

07/20/2010

 

07/20/2020

 

07/20/2020

 

Country

United States

Trademark

CLEARVUE

Attorney

 

 

 

 

 

 

 

 

 

 

 

Client\Division

 

 

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.

 

11



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T02977-US

 

Registered

 

Intent To Use Application

 

85012434

 

04/13/2010

 

3926983

 

03/01/2011

 

03/01/2021

 

03/01/2021

 

Country

United States

Trademark

EARTH ORIGINS MARKET

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02977-US1

 

Registered

 

Regular

 

85914499

 

04/25/2013

 

4504334

 

04/01/2014

 

04/01/2024

 

04/01/2024

 

Country

United States

Trademark

EARTH ORIGINS MARKET

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T02998-CA

 

Registered

 

Regular

 

1508778

 

12/20/201012/21/2010

 

817852

 

02/17/2012

 

02/17/2027

 

02/17/2027

 

Country

Canada

Trademark

GRATEFUL HARVEST ORGANIC 100% PURE NEW ZEALAND and Design (color logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03074-US

 

Registered

 

Regular

 

85203188

 

12/21/2010

 

3978302

 

06/14/2011

 

06/14/2021

 

06/14/2021

 

Country

United States

Trademark

EARTH ORIGINS MARKET and Design (color logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03074-US1

 

Registered

 

Regular

 

85913132

 

04/24/2013

 

4504329

 

04/01/2014

 

04/01/2024

 

04/01/2024

 

Country

United States

Trademark

EARTH ORIGINS MARKET and Design (color logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03088-CA1

 

Registered

 

Regular

 

1537237

 

07/26/2011

 

842281

 

02/05/2013

 

02/05/2028

 

02/05/2028

 

Country

Canada

Trademark

WOODSTOCK EAT BECAUSE IT’S GOOD! (LOGO)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.
Blue Marble Brands, LLC

 

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.

 

13



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T03089-CA1

 

Registered

 

Regular

 

1537236

 

07/26/2011

 

842624

 

02/07/2013

 

02/07/2028

 

02/07/2028

 

Country

Canada

Trademark

WOODSTOCK

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

Blue Marble Brands, LLC

 

U010-UNF

 

T03090-CA1

 

Registered

 

Regular

 

1537235

 

07/26/2011

 

841894

 

01/31/2013

 

01/31/2028

 

01/31/2028

 

Country

Canada

Trademark

EAT BECAUSE ITS GOOD!

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

Blue Marble Brands, LLC

 

U010-UNF

 

T03143-CA

 

Registered

 

Regular

 

1538713

 

08/08/2011

 

847222

 

03/28/2013

 

03/28/2028

 

03/28/2028

 

Country

Canada

Trademark

HARVEST BAY and Design (logo with swoosh)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

Blue Marble Brands, LLC

 

U010-UNF

 

T03196-US

 

Registered

 

Regular

 

85332059

 

05/27/2011

 

4083374

 

01/10/2012

 

01/10/2022

 

01/10/2022

 

Country

United States

Trademark

IUNFI

 

 

 

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.

 

15



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T03362-US

 

Registered

 

Intent To Use Application

 

85620942

 

05/09/2012

 

4332890

 

05/07/2013

 

05/07/2023

 

05/07/2023

 

Country

United States

Trademark

EARTH ORIGINS OUTLET

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03391-US

 

Registered

 

Regular

 

85649668

 

06/12/2012

 

4438359

 

11/26/2013

 

11/26/2023

 

11/26/2023

 

Country

United States

Trademark

ALBERT’S ORGANICS

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03392-US

 

Registered

 

Regular

 

85649708

 

06/12/2012

 

4438360

 

11/26/2013

 

11/26/2023

 

11/26/2023

 

Country

United States

Trademark

ALBERT’S ORGANICS and Design (B-W logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03395-CA

 

Registered

 

Regular

 

1584216

 

07/12/201206/29/2012

 

860679

 

09/19/2013

 

09/19/2028

 

09/19/2028

 

Country

Canada

Trademark

UNFI DRIVEN BY NATURE and Design (Canadian color logo with red leaf)

Attorney

 

 

 

 

 

 

 

 

 

 

 

Client\Division

 

 

U010-UNF

 

T03769-US

 

Registered

 

Regular

 

86121462

 

11/18/2013

 

4567433

 

07/15/2014

 

07/15/2024

 

07/15/2024

 

Country

United States

Trademark

SELECT NUTRITION DISTRIBUTORS & design

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T03790-CA

 

Registered

 

Regular

 

1665705

 

02/27/2014

 

1665705964796

 

03/06/2017

 

03/06/2032

 

03/06/2032

 

Country

Canada

Trademark

SELECT NUTRITION (LOGO)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

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.

 

17



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNF

 

T04531-US

 

Filed

 

Intent To Use Application

 

87667644

 

11/01/2017

 

 

 

 

 

 

 

 

 

Country

United States

Trademark

UNFI FRESH and Design (b-w logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T04559-CA

 

Filed

 

Regular

 

11868831868887

 

11/20/2017

 

 

 

 

 

 

 

 

 

Country

Canada

Trademark

PRO ORGANICS PRODUCE & FRESH FOOD and Design

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

U010-UNF

 

T04594-US

 

Registered

 

Regular

 

76029019

 

04/17/2000

 

2766041

 

09/23/2003

 

09/23/2023

 

09/23/2023

 

Country

United States

Trademark

KOYO and Design (tree logo)

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc.

 

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.

 

14



 

ClientCode

 

Docket Number

 

Status

 

Case Type

 

Appl. No.

 

Appl. Date

 

Reg. No.

 

Reg. Date

 

Exp. Date

 

Renewal Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U010-UNT

 

T04558-US

 

Filed

 

Intent To Use Application

 

87687890

 

11/16/2017

 

 

 

 

 

 

 

 

 

Country

United States

Trademark

GROOVE

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

United Natural Foods, Inc./United Natural Trading, LLC

 

U010-CA

 

T04517-CA

 

Filed

 

Proposed Use

 

1897105

 

05/02/2018

 

 

 

 

 

 

 

 

 

Country

Canada

Trademark

FOOD FOR FOODIES

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

UNFI Canada, Inc.

 

U010-CA

 

T04517-CA

 

Filed

 

Proposed Use

 

1899808

 

5/17/2018

 

 

 

 

 

 

 

 

 

Country

Canada

Trademark

ALIMENTS POUR GOURMETS

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

UNFI Canada, Inc.

 

U010-CA

 

T04517-CA

 

Filed

 

Proposed Use

 

1899807

 

5/17/2018

 

 

 

 

 

 

 

 

 

Country

Canada

Trademark

LA GASTRONOMIE AU QUOTIDIEN

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

UNFI Canada, Inc.

 

U010-CA

 

T04517-CA

 

Filed

 

Proposed Use

 

1897102

 

5/02/2018

 

 

 

 

 

 

 

 

 

Country

Canada

Trademark

GOURMET EVERYDAY

Attorney

David R. Josephs

 

 

 

 

 

 

 

 

 

 

Client\Division

UNFI Canada, Inc.

 

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.

 

1



 

SCHEDULE 1.1(b)

 

FISCAL PERIODS AND FISCAL QUARTERS

 

Fiscal 2019

 

 

 

Fiscal 2021

 

 

 

Fiscal
2023

 

 

9/1/2018

 

 

 

9/5/2020

 

 

 

9/3/2022

 

 

9/29/2018

 

 

 

10/3/2020

 

 

 

10/1/2022

 

 

10/27/2018

 

Q1

 

10/31/2020

 

Q1

 

10/29/2022

 

Q1

12/1/2018

 

 

 

12/5/2020

 

 

 

12/3/2022

 

 

12/29/2018

 

 

 

1/2/2021

 

 

 

12/31/2022

 

 

1/26/2019

 

Q2

 

1/30/2021

 

Q2

 

1/28/2023

 

Q2

3/2/2019

 

 

 

3/6/2021

 

 

 

3/4/2023

 

 

3/30/2019

 

 

 

4/3/2021

 

 

 

4/1/2023

 

 

4/27/2019

 

Q3

 

5/1/2021

 

Q3

 

4/29/2023

 

Q3

6/1/2019

 

 

 

6/5/2021

 

 

 

6/3/2023

 

 

6/29/2019

 

 

 

7/3/2021

 

 

 

7/1/2023

 

 

8/3/2019

 

Q4

 

7/31/2021

 

Q4

 

7/29/2023

 

Q4

 

Fiscal 2020

 

 

 

Fiscal 2022

 

 

 

Fiscal
2024

 

 

9/7/2019

 

 

 

9/4/2021

 

 

 

9/2/2023

 

 

10/5/2019

 

 

 

10/2/2021

 

 

 

9/30/2023

 

 

11/2/2019

 

Q1

 

10/30/2021

 

Q1

 

10/28/2023

 

Q1

12/7/2019

 

 

 

12/4/2021

 

 

 

12/2/2023

 

 

1/4/2020

 

 

 

1/1/2022

 

 

 

12/30/2023

 

 

2/1/2020

 

Q2

 

1/29/2022

 

Q2

 

1/27/2024

 

Q2

3/7/2020

 

 

 

3/5/2022

 

 

 

3/2/2024

 

 

4/4/2020

 

 

 

4/2/2022

 

 

 

3/30/2024

 

 

5/2/2020

 

Q3

 

4/30/2022

 

Q3

 

4/27/2024

 

Q3

6/6/2020

 

 

 

6/4/2022

 

 

 

6/1/2024

 

 

7/4/2020

 

 

 

7/2/2022

 

 

 

6/29/2024

 

 

8/1/2020

 

Q4

 

7/30/2022

 

Q4

 

8/2/2024

 

Q4

 

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.

 



 

SCHEDULE 9.1.20

 

LABOR CONTRACTS

 

1.                          Agreement between UNFIBy and Between United Natural Foods, Inc. (Auburn, WA — Drivers and Warehouse) and Teamsters Local Union No. 117, effective March 1, 2017 —  February 28, 2021.

 

2.                          Agreement between UNFI (Iowa City, IA — Warehouse) and ChaufersChauffeurs, Teamsters & Helpers Local Union No 238, effective July 2, 2017 — July 1, 2021.

 

3.                          Agreement between United Natural Foods, Inc. (Dayville, CT — Drivers) and Teamsters Local Union No. 493, effective August 1, 2014 — July 31, 2019.

 

4.                          Agreement betweenLocal 810, I.B.T. agreement with United Natural Trading Co.LLC, dba Woodstock Farms Manufacturing Co and Local 810 International Brotherhood of Teamsters(Edison, NJ), effective July 1, 2017 — March 20June 30, 20192020.

 

5.                          Agreement between Nor-Cal Produce, Inc. (Sacramento, CA — Drivers and Warehouse) and Chauffeurs, Teamsters and Helpers Local Union No. 150, effective June 1, 2014 — MayMarch 31, 2020.

 

6.                          Collective Bargaining Agreement between United Natural Foods, Inc. and IBT Local 63 (chartered by the International Brotherhood of Teamsters, Chauffeurs, Warehousemen(Moreno Valley, CA — Transportation Office Staff) and Teamsters Local 63, effective March 12, 2016 — March 20, 2019.

 

and Helpers of America)7.                         Collective Bargaining Agreement between United Natural Foods, Inc. (Moreno Valley, CA — Drivers) and I.B.T. Local No. 63, effective March 12, 2016 - March 20, 2019.

 

8.                          Collective Bargaining Agreement between United Natural Foods, Inc. (Moreno Valley, CA — Warehouse) and Teamsters Local No. 166 — negotiations ongoing.

 

9.                          Agreement between United Natural Foods, Inc., dba Albert’s Organics (Vernon, CA — Warehouse), and Teamsters Local No. 166 — negotiations ongoing.

 

710.            Agreement between Teamsters Local Union No. 493 and United Natural Foods, Inc., (Dayville, CT — Transportation Office), effective August 1, 2014 — July 31, 2019.

 

811.            Collective Bargaining Agreement betweenBetween Teamsters Local No. 445 and United Natural Foods, Inc. (Hudson Valley, NY — Drivers), effective August 1, 2017 — July 31, 2020.

 

912.            Collective Agreement betweenBetween Teamsters Local Union No. 419 and United Natural FoodsUNFI Canada, Inc. (Concord, Ontario — Drivers and Warehouse), effective March 1, 2017 — March 5February 28, 2022.

 

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.

 

S-9.1.25-1


 

13.                   Agreement between Teamsters Local No. 853 and United Natural Foods, Inc. (Gilroy, CA — Drivers) — negotiations ongoing.

 

1014.     Agreement between SuperValu, Inc., Hazelwood (St. Louis) Distribution Company, Inc. and International Association of Machinists and Aerospace Workers, District No. 9, effective May 8, 2016 — November 9, 2019.

 

1115.     Agreement between Advantage Logistics Rocky Mountain and International Union of Operating Engineers, Local Union No. 1, effective June 20, 2016 —June 15, 2019.

 

1216.     Agreement between the Lancaster Distribution Center of SuperValu, Inc. and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO-CLC, Local Union 1035-11, effective October 27, 2015 — January 26, 2019.

 

1317.     Agreement between SuperValu, Inc. Tacoma — Inventory Control and International Brotherhood of Teamsters, Local Union No. 117, effective July 15, 2018 — July 17, 2021.

 

1418.     Agreement between SuperValu, Inc. Tacoma - Warehouse and International Brotherhoods of Teamsters, Local Union No. 117, effective July 15, 2018 — July 17, 2021.

 

1519.     Agreement between Cub Foods, Duluth and United Food and Commercial Workers Union, Local No. 1189, effective November 1, 2017 — October 31, 2020.

 

1620.     Agreement between United Food and Commercial Workers Union, Local No. 1189 and Cub Gold, effective April 3, 2016 — April 6, 2019.

 

1721.     Agreement between United Food and Commercial Workers Union, Local No. 1189 and Cub Foods, St. Paul, effective April 3, 2016 — April 6, 2019.

 

1822.     Agreement between SuperValu, Inc. Fargo Division (Drivers, Warehouse and Office) and International Brotherhood of Teamsters, Local No. 120, effective June 1, 2017 through June 1, 2019.

 

1923.     Agreement between SuperValu, Inc. Minneapolis (Hopkins) — Drivers and Warehouse and International Brotherhood of Teamsters, Local No. 120, effective June 1, 2018 — May 31, 2022.

 

2024.     Agreement between SuperValu Stores, Inc. (d/b/a Cub Foods), Grocery — Freeport Store and UFCW Local 1546, effective August 27, 2017 — June 27, 2020

 

2125.     Agreement between SuperValu Stores, Inc. (d/b/a Cub Foods), Meat — Freeport Store and UFCW Local 1546, effective August 27, 2017 — June 27, 2020.

 

2226.     Agreement between SuperValu, Inc.  — Billings Distribution Center and Teamsters Local Union No. 190, and between SuperValu, Inc. — Great Falls, Montana Drivers and Teamsters Local Union No. 2, effective April 22, 2018 — April 22, 2023.

 

2327.     Agreement between Bakery, Confectionery, Tobacco Workers and Grain Millers Union, Twin Cities Local 22, AFL-CIO and Cub Foods, effective September 6, 2015 — September 8, 2018.

 

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.

 

S-9.1.25-2


 

2428.     Agreement between Shoppers Food and Pharmacy and United Food and Commercial Workers Union, Local 27, effective July 9, 2017 — July 11, 2020.

 

2529.     Agreement between SuperValu Tacoma Grocery Division and International Association of Machinists and Aerospace Workers, AFL-CIO, District Lodge No. 160, Automotive Machinists, Local No. 297, effective July 10, 2014 — July 14, 2018.

 

2630.     Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 — June 1, 2019 (Driver Agreement).

 

2731.     Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 — June 1, 2019 (Building and Equipment Maintenance Employees).

 

2832.     Collective Bargaining Agreement between SuperValu, Inc. New Stanton and International Brotherhood of Teamsters, Local Union No. 30, effective June 5, 2016 — June 1, 2019 (Warehouse Agreement).

 

2933.     Agreement between SuperValu, Inc. and International Brotherhood of Teamsters, Union Local No. 313 (Tacoma Warehouse Receiving & Billing Clerks), effective July 15, 2018 — July 17, 2021.

 

3034.     Agreement between SuperValu, Inc. and International Brotherhood of Teamsters, Local No. 313, (Tacoma - Drivers) effective July 15, 2018 — July 17, 2021.

 

3135.     Labor Agreement between SuperValu, Inc. and Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Local 358, (Mechanicsville - Warehouse) effective February 1, 2018 — January 23, 2021.

 

3236.     Agreement between Shoppers Food and Pharmacy and United Food & Commercial Workers Union, Local 400, effective July 9, 2017 — July 11, 2020.

 

3337.     Agreement between SuperValu, Inc., Fort Wayne Distribution Center and International Brotherhood of Teamsters, Local Union No. 414, effective June 15, 2017 — September 14, 2019.

 

3438.     Agreement between Unified Grocers, Inc. Stockton (Automotive Workers) and Teamsters Local 439, effective September 20, 2015 — September 19, 2020.

 

3539.     Agreement between Unified Grocers, Inc. Stockton (Wholesale Delivery Drivers) and Teamsters Local 439, effective September 20, 2015 — September 19, 2020.

 

3640.     Agreement between Unified Grocers, Inc. Stockton (Dry Warehouse) and Teamsters Local Union No. 439, effective September 20, 2015 — September 19, 2020.

 

3741.     Agreement between Unified Grocers, Inc. Stockton (Frozen Foods Warehouse) and Teamsters Local Union No. 439, effective September 19, 2015 — September 19, 2020.

 

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.

 

S-9.1.25-3


 

3842.     Agreement between Unified Grocers, Inc. Stockton (Truck Mechanics) and Teamsters Local 439, effective September 19, 2015 and September 19, 2020.

 

3943.     Agreement between Advantage Logistics Inc. (Denver/Rocky Mountain - Warehouse) and International Brotherhood of Teamsters, Local Union No. 455, effective September 25, 2016 — September 26, 2020.

 

4044.     Agreement between Advantage Logistics Colorado South (Warehouse) and International Brotherhood of Teamsters, Local Union No. 455, effective April 24, 2016 — April 24, 2021.

 

4145.     Agreement between Unified Grocers, Inc. (Commerce and Santa Fe Springs, Automotive Workers) and International Brotherhood of Teamsters, Local 495, effective September 20, 2015 — September 19, 2020.

 

4246.     Agreement between Shop ‘n Save Warehouse Foods, Inc. (Maintenance) and International Brotherhood of Teamsters, Teamsters and Chauffeurs Local Union No. 525, effective July 17, 2016 — July 13, 2019.

 

4347.     Collective Bargaining Agreement between Shop ‘n Save Warehouse Foods, Inc. (Jerseyville — Meat/Deli) and U.F.C.W. Meat Cutters’ Union Local 534, effective October 7, 2012 — December 13, 2014.

 

4448.     Collective Bargaining Agreement between Shop ‘n Save Warehouse Foods, Inc. (Metro Illinois - Clerks) and United Food and Commercial Workers International Union, Local 534, effective October 17, 2010 — October 19, 2013.

 

4549.     Agreement between Shop ‘n Save Warehouse Foods, Inc., a member of the Greater St. Louis Food Employers’ Council (St. Louis - Meat, Deli & Seafood) — and the United Food and Commercial Workers Union, Local No. 534, effective July 18, 2011 — December 14, 2014 (as extended by the Extension Agreement between the Greater St. Louis Food Employers’ Council (Shop ‘n Save St. Louis) and UFCW Local 534.

 

4650.     Agreement between SuperValu Eastern Region, Mechanicsville, Virginia (Drivers) and International Brotherhood of Teamsters, Local Union No. 592, effective May 7, 2017 — May 7, 2022.

 

4751.     Collective Bargaining Agreement between SuperValu, Inc., Hazelwood Distribution Company, Inc. (St. Louis — Drivers) and International Brotherhood of Teamsters, Miscellaneous Drivers, Helpers, Health Care and Public Employees Union, Local 610, effective March 27, 2016 — March 30, 2019.

 

4852.     Agreement between SuperValu Stores, Inc. (Anniston) and International Brotherhood of Teamsters, Local 612, effective March 24, 2017 — March 26, 2022.

 

4953.     Agreement between SuperValu, Inc., Hazelwood Distribution Company, Inc. (St. Louis - Service Garage) and Automotive, Petroleum and Allied Industries Employees Union, Local No. 618, effective March 27, 2016 — March 30, 2019.

 

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.

 

S-9.1.25-4


 

5054.     Agreement between Unified Grocers, Inc. (Stockton and Santa Fe Springs - Frozen Food) and Teamsters Local Union No. 630, effective September 20, 2015 — September 19, 2020.

 

5155.     Agreement between SuperValu, Inc., Bismarck Distribution Center, Bismarck; North Dakota (Warehouse, Office & Drivers) and International Brotherhood of Teamsters, Local 638, effective June 18, 2017 — September 14, 2019.

 

5256.     Agreement between Cub Foods (Minneapolis, Monticello — Clerks and Meat) and United Food and Commercial Workers Union, District Local 653 now 663, effective March 4, 2018 — March 4, 2023.

 

5357.     Agreement between Shop ‘n Save Warehouse Foods Inc. (St. Louis — Clerks) and United Food and Commercial Workers Union, Local 655, effective May 9, 2016 — May 11, 2019.

 

5458.     Agreement between SuperValu, Inc. (Green Bay — Drivers & Warehouse) and International Brotherhood of Teamsters - Drivers, Warehouse & Dairy Employees, Local No. 662, effective June 1, 2016 — May 31, 2019.

 

5559.     Agreement between SuperValu, Inc. St. Louis Distribution Center (Warehouse) and International Brotherhood of Teamsters, Local Union No. 688, effective July 1, 2017 — September 20, 2019.

 

5660.     Wholesale Grocery Agreement between SuperValu, Inc. (Tacoma — Ellensburg Drivers) and International Brotherhood of Teamsters, Local Union No. 760, effective July 15, 2018 — July 17, 2021.

 

5761.     Collective Agreement between Unified Grocers, Inc. (Commerce Dispatching and Routing Clerks) and International Brotherhood of Teamsters, Local Union 848, effective September 20, 2015 — September 19, 2020.

 

5862.     Agreement between Unified Grocers, Inc. (Commerce and Stockton - Wholesale Delivery Drivers) and International Brotherhood of Teamsters, Local Union 848, effective September 20, 2015 — September 19, 2020.

 

5963.     Agreement between Unified Grocers, Inc. (Commerce and Santa Fe Springs - Truck Mechanics) and International Brotherhood of Teamsters, Local Union No. 848, effective September 20, 2015 — September 19, 2020.

 

6064.     Warehouse Agreement Between Unified Grocers, Inc. (Commerce and Santa Fe Springs — Dry Whs.) and Teamsters Local Union No. 630, effective September 20, 2015 — September 19, 2020.

 

6165.     Agreement between SHOP ‘n SAVE Warehouse Foods, Inc. (St. Louis - Meat, Delicatessen and Seafood Departments) and United Food and Commercial Workers Union Local No. 88, effective March 27, 2017 — March 28, 2020.

 

6266.     Collective Bargaining Agreement between Local 881 U.F.C.W and SHOP ‘n SAVE Warehouse Foods, Inc., (St. Louis - Clerks), effective September 21, 2014 — September 23, 2017 (as

 

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.

 

S-9.1.25-5


 

extended by that certain Contract Extension Agreement Between UFCW Local 881 and Shop ‘n Save Warehouse Foods, Inc. (Metro Illinois Agreement), effective September 24, 2017).

 

6367.     Agreement between International Brotherhood of Teamsters and Unified Grocers, Inc. (Portland — Warehouse Supplement), effective April 24, 2016 — April 20, 2019.

 

6468.     Master Agreement between Unified Grocers, Inc. (Portland) and International Brotherhood of Teamsters, Local Unions No. 162, 206, 305, effective April 24, 2016 — April 20, 2019.

 

6569.     Agreement between International Brotherhood of Teamsters and Unified Grocers, Inc. (Portland — Drivers and Mechanics Supplement), effective April 24, 2016 — April 20, 2019.

 

6670.     Agreement by and between SUPERVALU, Inc. (Green Bay — Mechanics) and Lodge 1855, International Association of Machinists and Aerospace Workers, effective April 1, 2015 — March 31, 2020.

 

6771.     Wage and Working Agreement, by and between SuperValu, Inc. Minneapolis Distribution Center (Mechanics) and District Lodge No. 77 of the International Association of Machinists and Aerospace Workers, AFL-CIO, effective November 1, 2017 — October 31, 2020.

 

6872.     Bargaining Agreement between SuperValu, Inc. Distribution Center Lancaster County, Pennsylvania (Warehouse) and International Brotherhood of Teamsters, Local Union No. 771, effective January 14, 2017 — January 11, 2020.

 

6973.     Agreement by and between Supervalu, Inc. (Great Falls Cash & Carry) and Teamsters Local Union No. 2, effective April 22, 2018 — April 22, 2023.

 

7074.     Labor Arbitration between C. Lloyd/Teamsters Local 117 and SUPERVALU (Seattle warehouse) regarding termination of employee.  Arbitration decision was adverse, no final determination as to amount awarded.

 

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.

 

S-9.1.25-6



 

SCHEDULE 10.2.1

 

EXISTING DEBT

 

1.              Equipment Loan

 

Instrument

 

Amount Outstanding

 

Secured / Unsecured

Equipment Loan, between [***], as borrower and assignee of [***], [***] , as guarantor, and [***]

 

36,008,411.8542,232,775.21

 

Secured

 

2.              Intercompany Debt Arrangements

 

Lender

 

Borrower

 

Amount Owed

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

 

[***]

 

3.              Unsecured Surety Bonds (as of 8/27/1810/18/18)

 

[***]

 

4.              Standby Letters of Credit (as of 8/27/1810/18/18)

 

[***]

 

5.              Swap Termination Value

 

UNFI (as of April 201809/30/18)

·                  Interest Rate Swaps Termination Value:          $7,318,879.37    7,237,146

 

Supervalu (as of August 201810/16/18)

·                  Interest Rate Swap Termination Value:           $569,984 606,773

·                  Fuel Hedge Swaps Termination Value:             $(11,632) 25,733

 

6.              Guaranties

 

[***]

 

7.              Contingent Lease Liabilities

 

[***]

 

8.              [***]

 

9.              Capital Lease Obligations:

 

[***]

 

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.

 

S-10.2.1-1


 

10.       California Workers’ Compensation Guaranties

 

·                  July 27, 2006, Agreement of Assumption and Guarantee of Workers’ Compensation Liabilities executed by SVU for the benefit of Albertson’s, Inc. in consideration for the Department of Industrial Relations permission for Albertson’s, Inc. to operate as certified self-insured employers in the State of California. SVU agrees to assume and guarantee to pay all liabilities and obligations which Albertson’s, Inc. may incur as a self-insurer of its California workers’ compensation liabilities on or after 7/27/2006 through 3/21/2013, when Supervalu completed the sale of New Albertson’s Inc. (“NAI”).

 

·                  August 8, 2007, Agreement of Assumption and Guarantee of Workers’ Compensation Liabilities executed by SVU for the benefit of American Drug Stores LLC in consideration for the Department of Industrial Relations permission for American Drug Store LLC to operate as certified self-insured employers in the State of California. SVU agrees to assume and guarantee to pay all liabilities and obligations which American Drug Store LLC may incur as a self-insurer of its California workers’ compensation liabilities arising on or after 8/3/2007 through 3/21/2013, when Supervalu completed the sale of NAI. (the parent company of American Drug Stores LLC).

 

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.

 

S-10.2.1-2



 

SCHEDULE 10.2.5

 

EXISTING INVESTMENTS

 

1.              Investments in non-wholly owned entities:

 

Entity Name

 

Owner

 

Ownership %

Blaine North 1996 L.L.C.

 

SUPERVALU INC.

 

70.00

Bloomington 1998, L.L.C.

 

SUPERVALU INC.

 

40.00

[***]

 

[***]

 

[***]

Burnsville 1998 L.L.C.

 

SUPERVALU INC.

 

77.50

Coon Rapids 2002 L.L.C.

 

SUPERVALU INC.

 

64.00

Eagan 2008 L.L.C.

 

SUPERVALU INC.

 

51.00

Eagan 2014 L.L.C.

 

SUPERVALU INC.

 

51.00

[***]

 

[***]

 

[***]

Forest Lake 2000, L.L.C.

 

SUPERVALU INC.

 

65.00

Fridley 1998 L.L.C.

 

SUPERVALU INC.

 

92.00

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

Hastings 2002 L.L.C.

 

SUPERVALU INC.

 

58.00

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

Lakeville 2014 L.L.C.

 

SUPERVALU INC.

 

51.00

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

Monticello 1998 L.L.C.

 

SUPERVALU INC.

 

90.00

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

Northfield 2002 L.L.C.

 

SUPERVALU INC.

 

51.00

[***]

 

[***]

 

[***]

Plymouth 1998 L.L.C.

 

SUPERVALU INC.

 

62.50

Savage 2002 L.L.C.

 

SUPERVALU INC.

 

51.00

Shakopee 1997 L.L.C.

 

SUPERVALU INC.

 

25.00

Shorewood 2001 L.L.C.

 

SUPERVALU INC.

 

62.0083.00

Silver Lake 1996 L.L.C.

 

SUPERVALU INC.

 

51.00

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

[***]

 

[***]

 

[***]

 

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.

 

S-10.2.5-0


 

2.              UNFI is a party to warrant agreements with Good Karma Foods, Inc., pursuant to which UNFI has the right to acquire up to 992 shares of Good Karma Foods, Inc.’s common stock.

 

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.

 

S-10.2.5-1



 

Exhibit IV

 

COMMITMENTS OF INCREMENTAL LENDERS

 

Incremental Lender

 

U.S. Revolver
Commitment

 

Bank of America, N.A.

 

$

17,500,000.00

 

Wells Fargo Bank, National Association

 

$

17,500,000.00

 

JPMorgan Chase Bank, N.A.

 

$

15,000,000.00

 

Branch Banking and Trust Company

 

$

10,000,000.00

 

Bank of Montreal

 

$

10,000,000.00

 

Royal Bank of Canada

 

$

5,000,000.00

 

PNC Bank, National Association

 

$

10,000,000.00

 

Capital One, National Association

 

$

10,000,000.00

 

City National Bank

 

$

5,000,000.00

 

Total:

 

$

100,000,000.00

 

 

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.