On June 8, 2017, SUPERVALU INC. (the Company) entered into a
Fourth Amendment Agreement (the Amendment Agreement) relating to
the Second Amended and Restated Term Loan Credit Agreement dated
January 31, 2014 (the Term Loan Agreement) as amended by the
Third Amendment and Consent Agreement dated May 20, 2016 (the
Third Amendment; the Term Loan Agreement, as amended by the Third
Amendment, is referred to herein as the Prior Term Loan
Agreement), by and among the Company, as Borrower, the
subsidiaries of the Company named as loan parties therein,
Goldman Sachs Bank USA, as Administrative Agent and Collateral
Agent (the Administrative Agent), and the lenders party thereto
(collectively, the Term Loan Lenders), to which the parties
agreed to amend and restate the Prior Term Loan Agreement in the
form of the Third Amended and Restated Term Loan Credit Agreement
attached to the Amendment Agreement as Exhibit A (the Third
Amended and Restated Term Loan Agreement).

The Third Amended and Restated Term Loan Agreement provides for
(i) an initial term loan facility of $525 million, which was
drawn down in full to refinance outstanding loans under the Prior
Term Loan Agreement at a lower interest rate and (ii) a delayed
draw term loan facility of $315 million which is expected to be
drawn down in full for the purpose of consummating the
acquisition of Unified Grocers, Inc. first announced by the
Company on April 10, 2017. The Company may incur additional term
loans under the Third Amended and Restated Term Loan Agreement in
an aggregate principal amount of up to $500 million, plus any
additional amount which would not cause the Total Secured
Leverage Ratio (as defined therein) to exceed 2.50 to 1.00,
subject to the satisfaction of certain terms and conditions set
forth therein.

Borrowings under the Third Amended and Restated Term Loan
Agreement bear interest at the rate of LIBOR plus 3.50% with a
floor on LIBOR set at 1.00% instead of the rate under the Prior
Term Loan Agreement of LIBOR plus 4.50% with a floor of 1.00%.
The Third Amended and Restated Term Loan Agreement will mature on
June 8, 2024. However, if the Company has not repaid its 6.75%
Notes due 2021 or its 7.75% Notes due 2022 by the date that is 91
days prior to the respective maturity date of such notes as
permitted in the Third Amended and Restated Term Loan Agreement,
the Third Amended and Restated Term Loan Agreement will mature on
the date that is 91 days prior to the maturity date of such
notes. The Third Amended and Restated Term Loan Agreement will
also mature early upon the occurrence of a Change of Control (as
defined in the Third Amended and Restated Term Loan Agreement).

Borrowings under the Third Amended and Restated Term Loan
Agreement are guaranteed by the Companys material subsidiaries
(together with the Company, the Term Loan Parties). The
obligations of the Term Loan Parties under the Third Amended and
Restated Term Loan Agreement are secured by a perfected
first-priority security interest for the benefit of the Term Loan
Lenders in certain of the Term Loan Parties fixtures and
equipment and substantially all of the Term Loan Parties
intellectual property, and by a perfected first-priority mortgage
lien and security interest for the benefit of the Term Loan
Lenders in certain of the Term Loan Parties owned or ground
leased real estate. In addition, the obligations of the Term Loan
Parties under the Third Amended and Restated Term Loan Agreement
are secured by second-priority security interests in the
collateral securing the Companys amended and restated $1.0
billion asset-based revolving credit facility (the ABL Credit
Facility).

The loans under the Third Amended and Restated Term Loan
Agreement may be voluntarily prepaid in certain minimum principal
amounts, subject to the payment of breakage or similar costs and,
in certain circumstances, a prepayment fee. to the Third Amended
and Restated Term Loan Agreement, the Company must, subject to
certain exceptions and certain customary reinvestment rights,
apply 50% of Net Cash Proceeds (as defined in the Third Amended
and Restated Term Loan Agreement) from certain types of asset
sales (excluding proceeds of the collateral security of the ABL
Credit Facility and other secured indebtedness) to prepay the
loans outstanding under the Third Amended and Restated Term Loan
Agreement. Also, beginning with the Companys fiscal year ended
February 27, 2016, the Company must prepay amounts outstanding
under the Third Amended and Restated Term Loan Agreement no later
than 90 days after the fiscal year end in an aggregate principal
amount equal to a percentage (which percentage ranges from 0% to
50% depending on the Companys Total Secured Leverage Ratio (as
defined in the Third Amended and Restated Term Loan Agreement) as
of the last day of such fiscal year) of Excess Cash Flow (as
defined in the Third Amended and Restated Term Loan Agreement)
for the fiscal year then ended minus any voluntary prepayments
made during such fiscal year with Internally Generated Cash (as
defined in the Third Amended and Restated Term Loan Agreement).

The Third Amended and Restated Term Loan Agreement contains
customary representations and warranties. The Third Amended and
Restated Term Loan Agreement also contains certain operating
covenants, which restrict the ability of the Term Loan Parties to
take certain actions without the permission of the Term Loan
Lenders or as permitted under the Third Amended and Restated Term
Loan Agreement. The covenants in the Third Amended and Restated
Term Loan Agreement were modified to give the Company additional
strategic and operational flexibility.

The Third Amended and Restated Term Loan Agreement contains
customary default provisions. Among other things, an event of
default will be deemed to have occurred upon (subject, in some
cases, to certain grace periods): (i) the failure to pay any
amounts due under the Third Amended and Restated Term Loan
Agreement, (ii) the breach of covenants, (iii) representations
and warranties that are incorrect or misleading in any material
respect, (iv) liquidation of all or a material portion of the
Companys or its Restricted Subsidiaries (as defined in the Third
Amended and Restated Term Loan Agreement) assets, insolvency or
inability to pay debts as they come due, (v) certain judgments
and orders, (vi) a suit by the federal or any state government
alleging racketeering, (vii) certain ERISA Events (as defined in
the Third Amended and Restated Term Loan Agreement), (viii) an
uninsured loss to a material portion of the collateral having a
value in excess of $50 million and (ix) the termination or
attempted termination of any Facility Guaranty (as defined in the
Third Amended and Restated Term Loan Agreement). In addition,
default by a Term Loan Party under any Material Indebtedness (as
defined in the Third Amended and Restated Term Loan Agreement),
the termination or ineffectiveness of the provisions of the
Intercreditor Agreement (as defined in the Third Amended and
Restated Term Loan Agreement) and the maturity of the ABL Credit
Facility prior to its original maturity date would each be an
event of default under the Third Amended and Restated Term Loan
Agreement.

The Term Loan Agreement was filed as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 4, 2014, and the Third Amendment was filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 23, 2016. A
copy of the Amendment Agreement, including the Third Amended and
Restated Term Loan Agreement attached to the Amendment Agreement
as Exhibit A, is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The foregoing
description of the Amendment Agreement and the Third Amended and
Restated Term Loan Agreement is qualified in its entirety by
reference to the full text of such agreements.

On June 8, 2017, the Company issued a news release to announce
the Third Amended and Restated Term Loan Agreement. A copy of the
news release issued by the Company is filed as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by
reference.

Certain of the Term Loan Lenders, or their affiliates, were also
lenders under the Prior Term Loan Agreement, are lenders under
the ABL Credit Facility and may have provided from time to time,
and may provide in the future, commercial and investment banking
and financial advisory services to the Company and its affiliates
in the ordinary course of business, for which they have received
and may in the future receive customary fees and commissions.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.>

(d) Exhibits.

* to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, confidential portions of this exhibit have been deleted
and filed separately with the Securities and Exchange Commission
to a request for confidential treatment.

>

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX>

* to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, confidential portions of this exhibit have been deleted
and filed separately with the Securities and Exchange Commission