ex10-60.htm


Exhibit 10.60







 


NINTH AMENDMENT AGREEMENT


 


NINTH AMENDMENT AGREEMENT (this “Agreement”) dated as of February 25, 2009, by and among United Natural Foods, Inc. and Albert’s Organics, Inc. (collectively, the “Borrowers”), and Bank of America, N.A., as successor to Fleet Capital Corporation (the “Lender”), with respect to the Term Loan Agreement dated as of April 28, 2003, as amended by an Amendment to Term Loan Agreement dated August 26, 2003, a Second Amendment to Term Loan Agreement dated December 18, 2003, a Third Amendment to Term Loan Agreement dated April 30, 2004, a Fourth Amendment to Term Loan Agreement dated June 15, 2005, a Fifth Amendment to Term Loan Agreement dated July 28, 2005, a Sixth Amendment to Term Loan Agreement dated November 2, 2007, a Seventh Amendment to Term Loan Agreement dated November 27, 2007 and an Eighth Amendment Agreement dated as of May 28, 2008 (as amended, the “Term Loan Agreement”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrowers have requested that the Lender amend certain other provisions of the Term Loan Agreement, and the Lender is willing to amend the Term Loan Agreement, on the terms and conditions set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


§1.           Definitions.  Capitalized terms used herein without definition that are defined in the Term Loan Agreement shall have the meanings given to such terms in the Term Loan Agreement, as amended hereby.


 


§2.           Representations and Warranties; Acknowledgment.  The Borrowers hereby represent and warrant to the Lender as follows:


 


(a)           Each of the Borrowers has adequate power to execute and deliver this Agreement and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder.  This Agreement and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which any Borrower is a party.  The obligations contained in this Agreement and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the obligations under the Loan Documents, constitute the legal, valid and binding obligations enforceable against any such Borrower in accordance with their respective terms.


 


(b)           After giving effect to the transactions contemplated by this Agreement, all the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein or therein, except to the extent that any of such representations and warranties expressly relate by their terms to a prior date.






  





  











  






 


(c)           No Event of Default under and as defined in any of the Loan Documents has occurred and is continuing on the date hereof.


 


§3.           Amendments to Term Loan Agreement. The Term Loan Agreement is hereby amended as follows:


 


3.1.           Amendments to Appendix A.


 


The definitions of “Permitted Purchase Money Indebtedness”, “Plan” and “Subordinated Debt” are hereby amended and restated in their entirety to read as follows:


 


“Permitted Purchase Money Indebtedness – Purchase Money Indebtedness and Capitalized Lease Obligations of Borrowers or Guarantors incurred after the date hereof which is secured solely by a Purchase Money Lien.”


 


“Plan – an employee benefit plan now or hereafter maintained for employees of Borrowers or their Subsidiaries that is covered by Title IV of ERISA.”


 


“Subordinated Debt – Indebtedness of Borrowers or their Subsidiaries that is subordinated to the Obligations in a manner satisfactory to Lender.”


 


Clause (i) of the definition of Restricted Investment is hereby amended and restated in its entirety to read as follows:


 


“(i)  investments in Subsidiaries of UNF which are Borrowers or Guarantors;”


 


3.2.           Amendment to Section 5.1.4.


 


Clause (iv) of Section 5.1.4 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“(iv) the number of authorized, issued and treasury shares or membership interests, as the case may be, of each such Borrower and each Subsidiary of each such Borrower.”


 


3.3.           Amendment to Section 5.1.11.


 


Section 5.1.11 of the Term Loan Agreement is hereby amended by deleting “.” from the end of such Section and inserting the following at the end of such Section:


 


“other than as set forth on Exhibit M hereto.”






  





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3.4.           Amendment to Section 6.1.3.


 


Section 6.1.3 of the Term Loan Agreement is hereby amended by deleting “and” from the end of clause (iv), renumbering clause (v) as clause (vi) and inserting a new clause (v) to read as follows:


 


“(v)           contemporaneously with any Permitted Acquisition, a report supplementing, on a cumulative basis, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F and Exhibit I containing a description of all changes in the information included in such Exhibits as may be necessary for such Exhibits to be accurate and complete, such report to be signed by the chief executive officer or chief financial officer of UNF and to be in a form reasonably satisfactory to the Agent; and”


 


3.5.           Amendment to Section 6.1.6.


 


Section 6.1.6 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.1.6.  Taxes and Liens.  Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and government charges upon it, its income and Property as and when such taxes, assessments and charges are due and payable, unless and to the extent only  that such taxes, assessments and charges are being contested in good faith and by appropriate proceedings and Borrowers maintain, and cause each Subsidiary to maintain, reasonable reserves on their books therefor.  Borrowers shall also pay and discharge, and shall cause each Subsidiary to pay and discharge, any lawful claims which, if unpaid, might become a Lien against any of the Borrowers’ or their Subsidiaries’ Property except for Permitted Liens.”


 


3.6.           Amendment to Section 6.1.10.


 


Section 6.1.10 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.1.10.  Compliance with Laws.  Comply, and cause each Subsidiary to comply, with all laws, ordinances, governmental rules and regulations to which it is subject, and obtain and keep in force any and all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its Real Property or the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of the Borrowers and their Subsidiaries, taken as a whole.”






  





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3.7.           Amendment to Section 6.1.11.


 


Section 6.1.11 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.1.11.  ERISA Compliance.  (i) At all times make, and cause each Subsidiary to make, prompt payment of contributions required to meet the minimum funding standard set forth in ERISA with respect to each Plan; and (ii) notify Lender as soon as practicable of any Reportable Event and of any additional act or condition arising in connection with any Plan which the Borrowers believe might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan.”


 


3.8.           Amendment to Section 6.1.12.


 


Section 6.1.12 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.1.12.  Appraisals.  At Lender’s request, but no more often than once every three years, obtain subsequent appraisals or updates to the Original Appraisals of the Real Property, at Borrowers’ expense, in form and substance satisfactory to Lender until such time as the Obligations are paid in full, provided however, (i) after an Event of Default occurs, (ii) if at any time Lender believes, for any reason, that the fair market value of the Real Property may have decreased or (iii) after a material casualty or condemnation occurs with respect to any of the Real Property and Lender is obligated to release insurance proceeds or condemnation awards to Borrowers or their Subsidiaries, Borrowers shall be required to obtain, and shall cause their Subsidiaries to obtain, any and all such appraisals or updates as requested by Lender.”


 


3.9.           Amendment to Section 6.2.2.


 


Section 6.2.2 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.2.  Loans.  Make, or permit any Subsidiary of Borrowers to make, any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business or as existing on the Closing Date and disclosed on Exhibits hereto) to any Person; provided, however, that Borrowers and Guarantors may accept promissory notes for loans to their customers in the normal course of business to the extent not prohibited by the terms of this Agreement and Borrowers may make loans or other advances of money between and among the Borrowers and the Guarantors in the ordinary course of business.”






  





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3.10.           Amendment to Section 6.2.3.


 


Section 6.2.3(vii) of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“(vii)           Unsecured Indebtedness incurred among the Borrowers and the Guarantors;”


 


3.11.           Amendments to Section 6.2.5.


 


Clauses (iii), (vii) and (viii) of Section 6.2.5 of the Term Loan Agreement are hereby amended and restated in their entirety to read as follows:


 


“(iii)           Liens arising in the ordinary course of Borrowers’ or Guarantors’ business by operation of law or regulation, but only if payment in respect of any such Lien is not at the time required and such Liens do not, in the aggregate, materially detract from the value of the Property of Borrowers and their Subsidiaries or materially impair the use thereof in the operation of Borrowers’ and their Subsidiaries’ business;”


 


“(vii)           attachment, judgment, and other similar non-tax liens arising in connection with court proceedings, but only if and for so long as the execution or other enforcement of such liens is and continues to be effectively stayed and bonded on appeal, the validity and amount of the claims secured thereby are being actively contended in good faith and by appropriate lawful proceedings and such liens do not, in the aggregate, materially detract from the value of the Property of the Borrowers or their Subsidiaries or materially impair the use thereof in the operation of the Borrowers’ and their Subsidiaries’ business;”


 


“(viii)           reservations, exceptions, easements, rights of way, and other similar encumbrances affecting real property, provided that, in Lender’s sole judgment, they do not in the aggregate materially detract from the value of said Properties or materially interfere with their use in the ordinary conduct of  the Borrowers’ or their Subsidiaries’ business and, if said real property constitutes Collateral, Lender has consented thereto; and”


 


3.12.           Amendment to Section 6.2.6.


 


Section 6.2.6 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.6.  Subordinated Debt.  Issue or enter into, or permit any Subsidiary to issue or enter into, any agreement to issue Subordinated Debt except upon terms and provisions relating to the maturity and repayment thereof and terms relating to the subordination of payment thereof to the Obligations, in each case reasonably acceptable to the Lender.”






  





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3.13.           Amendment to Section 6.2.11.


 


Section 6.2.11 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.11.  Tax Consolidation.  File or consent to the filing of, or permit any Subsidiary to file or consent to the filing of, any consolidated income tax return with any Person other than a Subsidiary of Borrowers.”


 


3.14.           Amendment to Section 6.2.12.


 


Section 6.2.12 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.12.  Business Locations.  Transfer, or permit any Subsidiary to transfer, its principal place of business or chief executive office, or open, or permit any Subsidiary to open, any new business location, except upon at least thirty (30) days prior written notice to Lender and after delivery to Lender of financing statements if required by Lender in form satisfactory to Lender to perfect or continue the perfection and priority of Lender’s Lien and security interest hereunder.”


 


3.15.           Amendment to Section 6.2.13.


 


Section 6.2.13 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.13.  Guaranties.  Except as set forth in Exhibit M hereto, guaranty, assume, endorse or otherwise, in any way, become directly or contingently liable with respect to, or permit any Subsidiary to guaranty, assume, endorse or otherwise, in any way, become directly or contingently liable with respect to, the Indebtedness of any Person except by endorsement or instrument or items of payment for deposit or collection, provided, however, that the Borrowers may (a) enter into guaranties in the ordinary course of business of indebtedness and obligations incurred by Borrower and their Subsidiaries and (b) make payments (but not prepayments) of principal and interest when due under the terms of the ESOP Notes to the extent that no Default or Event of Default shall have occurred and be continuing at the time of or hereafter giving effect to any such payment (c) guaranties on an unsecured basis of the obligations of Subsidiaries established to make acquisitions or investments permitted under Subsection 6.2.1 hereof.”


 


3.16.           Amendment to Section 6.2.15.


 


Section 6.2.15 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:






  





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“6.2.15.  Subsidiaries.  Hereafter create any Subsidiary, or permit any Subsidiary to create any other Subsidiary, except as provided in Subsection 6.2.1 hereof.”


 


3.17.           Amendment to Section 6.2.16.


 


Section 6.2.16 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.16.  Change of Business.  Enter into, or permit any Subsidiary to enter into, any new business or make, or permit any Subsidiary to make, any material change in any of Borrowers’ or their Subsidiaries’ business objectives, purposes and operations.”


 


3.18.           Amendment to Section 6.2.17.


 


Section 6.2.17 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.17.  Names of Borrowers and Subsidiaries.  Use, or permit any Subsidiary to use, any entity name (other than its own) or any fictitious name, trade style or “d/b/a” except for the names disclosed on Exhibit E attached hereto.”


 


3.19.           Amendment to Section 6.2.18.


 


Section 6.2.18 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.18.  Use of Lender’s Name.  Without prior written consent of Lender, use, or permit any Subsidiary to use, the name of Lender or the name of any Affiliates of Lender in connection with any of the Borrowers’ or their Subsidiaries’ business or activities, except in connection with internal business matters, as required in dealings with governmental agencies and financial institutions and to trade creditors of the Borrowers or their Subsidiaries solely for credit reference purposes.”


 


3.20.           Amendment to Section 6.2.19.


 


Section 6.2.19 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.19.  Margin Securities.  Own, purchase or acquire (or enter into any contracts to purchase or acquire), or permit any Subsidiary to own, purchase or acquire (or enter into any contracts to purchase or acquire), any “margin security” as defined by any regulation of the Federal Reserve Board as now in effect or as the same may hereafter be in effect unless, prior to any such purchase or acquisition or entering into any such contract, Lender shall have received an opinion of counsel satisfactory to Lender that the effect of such purchase or acquisition will not cause this Agreement to violate regulations (G) or (U) or any other regulations of the Federal Reserve Board then in effect.”






  





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3.21.           Amendment to Section 6.2.20.


 


Section 6.2.20 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2.20.  Fiscal Year.  Change the fiscal year of Borrowers or any of Borrowers’ Subsidiaries, or permit any Subsidiary to change its fiscal year or the fiscal year of any other Subsidiary of Borrowers.”


 


3.22.           Amended Exhibits.


 


Exhibits B, C, D, E, F, I and M to the Term Loan Agreement are hereby amended and restated as set forth on Exhibits B, C, D, E, F, I and M, respectively, attached to this Agreement.


 


§4.           Ratification, etc.  All of the obligations and liabilities to the Lender as evidenced by or otherwise arising under the Term Loan Agreement and the other Loan Documents, are, by the Borrowers’ execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Borrower’s execution of this Agreement, such Borrower represents and warrants that neither it nor any of its Subsidiaries has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.  This Agreement and the Term Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Term Loan Agreement or any related agreement or instrument to the Term Loan Agreement shall hereafter refer to the Term Loan Agreement as amended by this Agreement.


 


§5.           Conditions to Effectiveness.  The effectiveness of the amendments set forth in Section 3 of this Agreement are subject to the prior satisfaction of the following conditions precedent (the date of such satisfaction herein referred to as the “Ninth Amendment Effective Date”):


 


(a)           Representations and Warranties.  The representations and warranties of the Borrowers contained herein shall be true and correct.


 


(b)           No Event of Default.  There shall exist no Default or Event of Default.


 


(c)           Corporate or Limited Liability Company Action.  The Lender shall have received evidence reasonably satisfactory to the Lender that all requisite corporate or limited liability company, as applicable, action necessary for the valid execution, delivery and performance by the Borrowers of this Agreement and all other instruments and documents delivered by the Borrowers in connection herewith has been taken.


 


(d)           Delivery of this Agreement.  The Borrowers and the Lender shall have executed and delivered this Agreement and each Guarantor shall have acknowledged its acceptance of or agreement to this Agreement and its ratification of the continuing effectiveness of its Guaranty.






  





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(e)           Guarantor Reaffirmation; Guaranties.  Each of the Guarantors shall have reaffirmed their respective obligations under their respective Guaranty Agreements pursuant to reaffirmation agreements each in form and substance satisfactory to the Lender.  Each of Fantastic Foods, Inc. and Mt. Vikos, Inc. shall have executed a Guaranty Agreement in respect of the Obligations, in each case in form and substance satisfactory to the Lender.


 


(f)           Payment of Expenses.  The Borrowers shall have paid to the Lender  all amounts payable to the Lender under §6 hereof.


 


(h)           Amendment of Working Capital Facility.  The Working Capital Facility shall have been amended by an amendment in form and substance satisfactory to the Lender.


 


(j)           Participant Consents.  The Lender shall have received the written consent of each participant in the Term Loan to the provisions of this Agreement.


 


(k)           Other Documents.  The Borrowers shall have executed and delivered such other documents, and taken such other action, as may be reasonably requested by the Lender in connection with this Agreement.


 


(l)           Amendment Fee.  The Borrowers shall have paid to the Lender an amendment fee of 0.125% of the aggregate principal amount of the Loans.


 


§6.           Expenses, Etc.  Without limitation of the amounts payable by the Borrowers under the Term Loan Agreement and other Loan Documents, the Borrowers shall pay to the Lender and its counsel upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements and appraisal expenses) incurred by the Lender in connection with the preparation, negotiation and execution of this Agreement and the matters related thereto.


 


§7.           Time is of the Essence; No Waivers by Lender.  TIME IS OF THE ESSENCE WITH RESPECT TO ALL COVENANTS, CONDITIONS, AGREEMENTS OR OTHER PROVISIONS HEREIN.  Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lender’s rights and remedies arising under the Term Loan Agreement or the other Loan Documents.


 


§8.           Governing Law.  This Agreement shall for all purposes be construed according to and governed by the laws of the State of Connecticut (excluding the laws thereof applicable to conflicts of law and choice of law).


 


§9.           Effective Date. The amendments set forth in Section 3 hereof shall become effective among the parties hereto as of the Ninth Amendment Effective Date.  Until the Ninth Amendment Effective Date, the terms of the Term Loan Agreement prior to its amendment hereby shall remain in full force and effect.  This Agreement is effective as to all provisions other than the amendments set forth in Section 3 hereof at the time that the Borrowers and the Lender have executed and delivered this Agreement.






  





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§10.           Entire Agreement; Counterparts.  This Agreement sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Agreement supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment of the provisions of the Term Loan Agreement or any Loan Document, except for any such contemporaneous agreement that has been set forth in writing and executed by the Borrowers and the Lender.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.


 


[Remainder of Page Intentionally Left Blank; Signature Pages Follow]


 







 











  





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


 


BORROWERS:


 


UNITED NATURAL FOODS, INC.












By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







ALBERT’S ORGANICS, INC.












By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer

















[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]




  





  











  








LENDER:







BANK OF AMERICA, N.A.












By: /s/ Edgar Ezerins____________________


Name: Edgar Ezerins


Title: Vice President


 












[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]




  





  











  








Each of the undersigned Guarantors


acknowledges and agrees to the foregoing,


and ratifies and confirms in all respects


such Guarantor’s obligations under the


Guaranty Agreements:


 


NATURAL RETAIL GROUP, INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







SPRINGFIELD DEVELOPMENT, LLC







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







UNITED NATURAL FOODS WEST, INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







UNITED NATURAL TRADING CO.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







DISTRIBUTION HOLDINGS, INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







MILLBROOK DISTRIBUTION SERVICES INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer







FANTASTIC FOODS, INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer


 







[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]




  





  











  











MT. VIKOS, INC.







By: /s/ Mark E. Shamber____________________


Name: Mark E. Shamber


Title: Treasurer












[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]




  





  











  


















Exhibit B







Amended and Restated Exhibit B


 






  





  











  








EXHIBIT B







Chief Executive Offices and Registered Agents













	
Chief Executive Offices:

	  
	  	  
	
Borrowers:

	  
	  	  
	
United Natural Foods, Inc.

	
260 Lake Road


	  	
Dayville, CT  06241


	  	  
	
Albert's Organics, Inc.

	
3268 E. Vernon Ave


	  	
Vernon, CA  90058


	  	  
	
Guarantors:

	  
	  	  
	
United Natural Foods West, Inc.

	
1101 Sunset Boulevard


	  	
Rocklin, CA 95765


	  	  
	
United Natural Trading Co.

	
96 Executive Drive


	  	
Edison, NJ  08817


	  	  
	
Distribution Holdings, Inc.

	
260 Lake Road


	  	
Dayville, CT  06241


	  	  
	
Springfield Development, LLC

	
260 Lake Road


	  	
Dayville, CT  06241


	  	  
	
Millbrook Distribution Services Inc.

	
88 Huntoon memorial Hwy


	  	
Leicester, MA  01524


	  	  
	
Natural Retail Group, Inc.

	
Seabreeze Shopping Plaza


	  	
30555 US Hwy 19N


	  	
Palm Harbor, FL


	  	  
	
Fantastic Foods, Inc.

	
260 Lake Road


	  	
Dayville, CT 06241


	  	  
	
Mt. Vikos, Inc.

	
1291 Ocean Street


	  	
Marshfield, MA 02050
















  





  











  













Registered Agents:







Borrowers:








	
United Natural Foods, Inc.:

	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
1209 Orange Street


	  	
Wilmington, DE  19801


	  	
302-658-7581


	  	  
	  	
CT Corporation System


	  	
1200 South Pine Island Road


	  	
Plantation, FL  33324


	  	  
	  	
CT Corporation System


	  	
One Corporate Center


	  	
11th Floor


	  	
Hartford, CT  06103


	  	  
	  	
CT Corporation System


	  	
400 Cornerstone Drive


	  	
Suite 240


	  	
Williston, VT  05495


	  	  
	  	
CT Corporation System


	  	
1201 Peachtree Street, N.E.


	  	
Atlanta, GA  30361


	  	  
	  	
The Corporation Company


	  	
1675 Broadway


	  	
Suite 1200


	  	
Denver, CO  80202


	  	  
	  	
CT Corporation System


	  	
Philadelphia, PA  19136


	  	  
	  	
CT Corporation System


	  	
100 S 5th Street


	  	
#1075


	  	
Minneapolis, MN  55402


	  	  
	  	
CT Corporation System


	  	
2222 Grand Avenue


	  	
Des Moines, IA  50312
















  





2











  














	  	
CT Corporation System


	  	
314 Thayer Avenue


	  	
Bismarck, ND  58501


	  	  
	  	
CT Corporation System


	  	
818 West Seventh Street


	  	
Los Angeles, CA  90017


	  	  
	  	
CT Corporation System (being appointed)


	  	
707 Virginia Street East


	  	
Charleston, WV  25301


	  	  
	  	
CT Corporation System


	  	
75 Beattie Place


	  	
Greenville, SC  29601


	  	  
	  	
CT Corporation System


	  	
Kentucky Home Life Building


	  	
Louisville, KY  40202


	  	  
	  	
CT Corporation System


	  	
155 Federal Street


	  	
Suite 700


	  	
Boston, MA  02110


	  	  
	  	
CT Corporation System


	  	
9 Capitol Street


	  	
Concord, NH  03301


	  	  
	  	
The Corporation Trust Company


	  	
820 Bear Tavern Road


	  	
West Trenton, NJ  08628


	  	  
	  	
CT Corporation System


	  	
111 Eight Avenue


	  	
New York, NY  10011


	  	  
	  	
CT Corporation System


	  	
251 E. Ohio Street


	  	
Suite 1100


	  	
Indianapolis, IN 46204











  





3











  














	
Albert’s Organics, Inc.:

	
Kathryn Courtney


	  	
3268 Vernon Avenue


	  	
Vernon, CA  90058


	  	  
	  	
CT Corporation System


	  	
1200 South Pine Island Road


	  	
Plantation, FL  33324


	  	  
	  	
The Corporation Company


	  	
1675 Broadway


	  	
Suite 1200


	  	
Denver, CO  80202


	  	  
	  	
CT Corporation System


	  	
Philadelphia, PA  19136


	  	  
	  	
CT Corporation System


	  	
405 2nd Avenue S


	  	
Minneapolis, MN  55401


	  	  
	  	
CT Corporation System


	  	
225 Hillsborough Street


	  	
Raleigh, NC  27603


	  	  
	  	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
1209 Orange Street


	  	
Wilmington, DE  19801


	  	  
	  	
The Corporation Trust Company


	  	
820 Bear Tavern Road


	  	
West Trenton, N.J.  08628


	  	  
	
Guarantors:

	  
	  	  
	
United Natural Foods West, Inc.:

	
CT Corporation System


	  	
818 West Seventh Street


	  	
Los Angeles, CA  90017


	  	  
	  	
The Corporation Company


	  	
1675 Broadway


	  	
Suite 1200


	  	
Denver, CO  80202











  





4











  














	  	
CT Corporation System


	  	
123 East Marcy


	  	
Santa Fe, NM  87501


	  	  
	  	
CT Corporation System


	  	
2394 E Camelback Road


	  	
Phoenix, AZ  85016


	  	  
	  	
CT Corporation System


	  	
388 State Street


	  	
Suite 420


	  	
Salem, OR  97301


	  	  
	  	
CT Corporation System


	  	
1801 West Bay Drive NW


	  	
Suite 206


	  	
Olympia, WA  98502


	  	  
	  	
CT Corporation System


	  	
1111 West Jefferson


	  	
Suite 530


	  	
Boise, ID  83702


	  	  
	  	
Franz Weber


	  	
PO BOX 247


	  	
KEALAKEKUA HI  96750


	  	  
	  	
CT Corporation System


	  	
9360 Glacier Hwy


	  	
Suite 202


	  	
Juneau AK  99801


	  	  
	
United Natural Trading Co.:

	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
Wilmington, DE  19801


	  	
302-658-7581


	  	
CT Corporation System


	  	
818 West Seventh Street


	  	
Los Angeles, CA  90017


	  	  
	  	
The Corporation Trust Company


	  	
820 Bear Tavern Road


	  	
West Trenton, N.J.  08628











  





5











  














	
Distribution Holdings, Inc.

	
Corporation Service Company


	  	
2711 Centerville Road


	  	
Suite 400


	  	
Wilmington, DE  19808


	  	
302-636-5401


	  	  
	
Springfield Development, LLC

	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
1209 Orange Street


	  	
Wilmington, DE  19801


	  	
302-658-7581


	  	  
	
Millbrook Distribution Services Inc.

	
Corporation Service Company


	  	
2711 Centerville Road


	  	
Suite 400


	  	
Wilmington, DE  19808


	  	
302-636-5401


	  	  
	  	
Corporation Service Company


	  	
84 State Street


	  	
Boston, MA  02109


	  	  
	  	
Corporation Service Company


	  	
1201 Hays Street


	  	
Tallahassee, FL  32301


	  	  
	  	
Corporation Service Company


	  	
50 Weston Street


	  	
Hartford, CT  06120


	  	  
	  	
Corporation Service Company


	  	
222 Jefferson Boulevard


	  	
Suite 200


	  	
Warwick, RI  02888


	  	  
	  	
Corporation Service Company


	  	
2338 W Royal Palm Road


	  	
Suite J


	  	
Phoenix, AZ  85021


	  	  



 




6












 


	  	
Corporation Service Company


	  	
300 Spring Building


	  	
Suite 900


	  	
300 S Spring Street


	  	
Little Rock, AR  72201


	 	 
	  	
Corporation Service Company


	  	
45 Memorial Circle


	  	
Augusta, ME  04330


	  	  
	  	
Lawyers Incorporating Service


	  	
d/b/a Lawyers Inc Service


	  	
14 Centre Street


	  	
Concord, NH  03301


	  	  
	  	
Corporation Service Company


	  	
159 State Street


	  	
Montpelier, VT  05602


	  	  
	  	
Corporation Service Company


	  	
1560 Broadway


	  	
Suite 2090


	  	
Denver, CO  80202


	  	  
	  	
CORPORATION SERVICE COMPANY


	  	
d/b/a CSC - LAWYERS INCORPORATING SERVICE


	  	
P.O. Box 526036


	  	
Sacramento, CA  95852


	  	  
	
Natural Retail Group, Inc.:

	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
1209 Orange Street


	  	
Wilmington, DE  19801


	  	
302-658-7581


	  	  
	  	
CT Corporation System


	  	
1200 South Pine Island Road


	  	
Plantation, FL  33324


	  	  
	  	
CT Corporation System


	  	
155 Federal Street


	  	
Suite 700


	  	
Boston, MA  02110











  





7











  














	  	
The Corporation Trust Incorporated


	  	
300 E. Lombard Street


	  	
Baltimore, MD  21202


	  	  
	
Mt. Vikos, Inc.:

	
The Corporation Trust Company


	  	
Corporation Trust Center


	  	
1209 Orange Street


	  	
Wilmington, DE  19801


	  	  
	  	
CT Corporation System


	  	
155 Federal Street


	  	
Suite 700


	  	
Boston, MA  02110


	  	  
	
Fantastic Foods, Inc.:

	
CT Corporation System


	  	
818 West Seventh Street


	  	
Los Angeles, CA  90017


	  	  















 






  





8











  






 






EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	  	  	  	  	  	  	  	  	  
	
OWNED

	  	  	  	  	  	  	  	  
	
O

	
Albert's Organics

	
Office/Warehouse

	
200 Eagle Court

	
Bridgeport

	
NJ

	
8014

	
35,700

	
Yes


	
O

	
Albert's Organics

	
Warehouse

	
3268 E. Vernon Avenue

	
Vernon

	
CA

	
90058

	
34,500

	
Yes


	
O

	
Millbrook

	
Office/Warehouse

	
401 Highway 43 East

	
Harrison

	
AR

	
72601

	
1,200,000

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
100 Lake View Court

	
Atlanta

	
GA

	
30336

	
327,500

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
71 Stow Drive

	
Chesterfield

	
NH

	
03443

	
319,000

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
260 Lake Road

	
Dayville

	
CT

	
06241

	
352,900

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
300 Lake Road

	
Dayville

	
CT

	
06241

	
90,200

	
No


	
O

	
UNFI-East

	
Warehouse

	
655 Commerce Parkway

	
Greenwood

	
IN

	
46143

	
311,100

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
2340 Heinz Road

	
Iowa City

	
IA

	
52240

	
274,800

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
100 Lincoln Street

	
New Oxford

	
PA

	
17350

	
271,200

	
No


	
O

	
UNFI-West

	
Warehouse

	
12745 Earhart Avenue

	
Auburn

	
CA

	
95602

	
150,000

	
No


	
O

	
UNFI-West

	
Warehouse

	
7909 S. Union Parkway

	
Ridgefield

	
WA

	
98642

	
239,000

	
Yes


	
O

	
UNFI-West

	
Office/Warehouse

	
1101 Sunset Blvd

	
Rocklin

	
CA

	
95765

	
487,000

	
Yes


	  	  	  	  	  	  	  	  	  
	
LEASED

	  	  	  	  	  	  	  	  
	
L

	
Albert's Organics

	
Warehouse

	
15965 E 32nd Ave

	
Aurora

	
CO

	
80110

	
23,930

	
Yes


	
L

	
Albert's Organics

	
Warehouse

	
71 Stow Dr

	
Chesterfield

	
NH

	
3443

	
20,540

	
Yes


	
L

	
Albert's Organics

	
Warehouse

	
5222 Quincy Street

	
Mounds View

	
MN

	
55112

	
39,900

	
Yes


	
L

	
Albert's Organics

	
Office

	
2450 17th Ave Suite 250

	
Santa Cruz

	
CA

	
95062

	
3,935

	
No


	
L

	
Albert's Organics

	
Warehouse

	
6272 Mcintosh Rd

	
Sarasota

	
FL

	
34238

	
22,522

	
Yes


	
L

	
Hershey

	
Office/Warehouse

	
96 Executive Drive

	
Edison

	
NJ

	
08817

	
110,000

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
6509 Transit Road

	
Bowmansville

	
NY

	
14026

	
75

	
No


















 


 




 





 











 




 




EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	
L

	
Millbrook

	
MTM Storage

	
493 South Main Street

	
Canadaigua

	
NY

	
14424

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
4531 22nd St., N.W.

	
Canton

	
OH

	
44708

	
300

	
No


	
L

	
Millbrook

	
MTM Storage

	
6751 Macon Road

	
Columbus

	
GA

	
31907

	
750

	
No


	
L

	
Millbrook

	
MTM Storage

	
Center St. & Genesee St.

	
Cuba

	
NY

	
 

	
 

	
No


	
L

	
Millbrook

	
Warehouse

	
8 Joanna Court

	
E. Brunswick

	
NJ

	
08816

	
177,600

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
2420 E. Stop 11 Road

	
Indianapolis

	
IN

	
46227

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
3204 Flovana Avenue

	
Jamestown

	
NY

	
 

	
25

	
No


	
L

	
Millbrook

	
MTM Storage

	
6915 S. 120th Street

	
La Vista

	
NE

	
68128

	
400

	
No


	
L

	
Millbrook

	
Office/Warehouse

	
88 Huntoon Memorial Highway

	
Leicester

	
MA

	
01524

	
188,000

	
Yes


	
L

	
Millbrook

	
Warehouse

	
82 Huntoon Memorial Hwy

	
Leicester

	
MA

	
01524

	
40,000

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
6812 Fountain Ave., E-17

	
Orlando

	
FL

	
32807

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
1315 W. Chestnut Expressway

	
Springfield

	
MO

	  	  	  
	
L

	
Millbrook

	
MTM Storage

	
5837 South Garnett

	
Tulsa

	
OK

	
74146

	
1,650

	
No


	
L

	
Mt. Vikos

	
Office

	
1291 Ocean Street

	
Marshfield

	
MA

	
02050

	
appr 1500

	
No


	
L

	
NRG

	
Retail Store

	
700 Reistertown

	
Baltimore

	
MD

	
21215

	
4,000

	
Yes


	
L

	
NRG

	
Retail Store

	
1600 Route 28

	
Centerville

	
MA

	
02632

	
3,000

	
Yes


	
L

	
NRG

	
Retail Store

	
108 Marlboro Ave

	
Easton

	
MD

	
21601

	
3,500

	
Yes


	
L

	
NRG

	
Retail Store

	
521 NW 13 Blvd

	
Gainesville

	
FL

	
32601

	
4,600

	
Yes


	
L

	
NRG

	
Retail Store

	
1237 NW 76th Blvd

	
Gainesville

	
FL

	
32606

	
4,750

	
Yes


	
L

	
NRG

	
Retail / Wholesale

	
201 William Street

	
Key West

	
FL

	
33040

	
11,178

	
Yes


	
L

	
NRG

	
Wholesale

	
201 William Street

	
Key West

	
FL

	
33040

	
4,471

	
Yes


	
L

	
NRG

	
Retail Store

	
850 Neopolitan Way

	
Naples

	
FL

	
34103

	
4,800

	
Yes


	
L

	
NRG

	
Retail Store

	
1917 E Silver Springs Blvd

	
Ocala

	
FL

	
34470

	
5,000

	
Yes


	
L

	
NRG

	
Retail Store

	
30555 US Highway 19N

	
Palm Harbor

	
FL

	
34684

	
12,270

	
Yes


	
L

	
NRG

	
Retail Store

	
1900-2000 Tamiami Trail

	
Port Charlotte

	
FL

	
33948

	
9,600

	
Yes


	
L

	
NRG

	
Retail Store

	
1930 Stickney Point Rd

	
Sarasota

	
FL

	
34231

	
4,700

	
Yes


	
L

	
NRG

	
Retail Store

	
1279 Beneva Rd S.

	
Sarasota

	
FL

	
34232

	
8,260

	
Yes


	
L

	
NRG

	
Retail Store

	
6651 Central Ave.

	
St. Petersburg

	
FL

	
33710

	
4,750

	
Yes


	
L

	
Select Nutrition

	
Warehouse

	
2722 Commerce Way

	
Philadelphia

	
PA

	
19154

	
100,000

	
Yes


	
L

	
Select Nutrition

	
Office

	
60 Charles Lindebergh Blvd

	
Uniondale

	
NY

	
11553

	  	
No


	
L

	
Tumaro's

	
Office/Warehouse

	
5300 Santa Monica Blvd.

	
Los Angeles

	
CA

	
90029

	
          5,875

	
Yes


	
L

	
UNFI

	
Office

	
190 Main Street

	
Danielson

	
CT

	
06239

	  	
No


	
L

	
UNFI

	
Office

	
555 Valley Street

	
Providence

	
RI

	
02908

	
        50,000

	
No


	
L

	
UNFI-East

	
Office

	
25 Mr. Arthur Drive

	
Chesterfield

	
NH

	
03443

	
4,000

	
No


	
L

	
UNFI-East

	
Office/Warehouse

	
6100 MacIntosh Road

	
Sarasota

	
FL

	
34238

	
345,000

	
Yes


	
L

	
UNFI-East

	
Warehouse

	
225 Cross Farm Lane

	
York

	
PA

	
17406

	
675,000

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
22 30th North East

	
Auburn

	
WA

	
98002

	
204,700

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
15965 E. 32nd Ave.

	
Aurora

	
CO

	
80011

	
180,000

	
Yes
















 






 





 











 






 




EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	
L

	
UNFI-West

	
Warehouse

	
15965 E. 32nd Ave.

	
Aurora

	
CO

	
80011

	
19,708

	
No


	
L

	
UNFI-West

	
Office

	
15755 East 32nd Avenue

	
Aurora

	
CO

	
80011

	
3,500

	
No


	
L

	
UNFI-West

	
Warehouse

	
15755 East 32nd Avenue

	
Aurora

	
CO

	
80011

	
40,000

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
13204 Philadelphia St.

	
Fontana

	
CA

	
92337

	
220,200

	
vacant


	
L

	
UNFI-West

	
Warehouse

	
22150 Goldencrest

	
Moreno Valley

	
CA

	
92553

	
613,000

	
Yes












Fantastic Foods, Inc. commonly has inventory in excess of $100,000 located at its manufacturer, Wixon, Inc., 1390 East Bulavar Avenue, St. Francis, Wisconsin 53235.







Fantastic Foods, Inc. commonly has inventory worth in excess of $100,000 stored at its warehousing and distribution vendor, Distribution 2000, Inc., 505 Crossroads Parkway, Bolingbrook, IL 60440







Mt. Vikos, Inc.commonly has inventory worth in excess of $100,000 stored at its warehouse, East Coast Warehousing & Dist. Cor., 1140 Polaris Street, Elizabeth, NJ  07201











 


 








  





  











  


















Exhibit C







Amended and Restated Exhibit C


 










  





  











  








 



EXHIBIT C


BORROWERS AND GUARANTORS


FOREIGN JURISDICTIONS


 










	  	
Foreign


	
Company

	
Qualifications


	  	  
	
BORROWERS

	  
	  	  
	
United Natural Foods, Inc.

	
FL-3/26/96 (Reinstated in FL 3/25/04); CT-4/9/96; GA-4/8/96; CO-7/24/95 (requalified in CO 5/2/03); PA-4/3/96; MN-10/18/02; IA-10/21/02; ND-10/24/02; CA-9/14/00; IN-6/2/03; VT - 12/2/05;  KY-1/3/06; MA-12/30/05; NH-12/30/05; NJ-12/30/05; RI-11/17/08


	  	  
	
Albert's Organics, Inc.

	
PA-1/16/90; NC-10/18/95; NJ-10/16/95; FL-10/13/95; DE-10/16/95; CO-11/6/01; MN-7/14/05


	  	  
	
GUARANTORS

	  
	 	 
	
United Natural Foods West, Inc. f/k/a Mountain People's Warehouse Incorporated

	
NM-9/23/96; AZ-9/11/96; WA-9/17/96; OR-9/12/96; ID-9/12/96; HI-10/16/97; CO-11/15/05; AK-2/15/06


	  	  
	
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.

	
NJ-2/4/98; CA-2/4/98


	  	  
	
Distribution Holdings, Inc.

	
N/A


	  	  
	
Millbrook Distribution Services Inc.

	
MA-8/27/99; FL-6/1/99; AR-6/2/99


	  	  
	
Springfield Development, LLC (f/k/aUnited Northeast LLC)

	
N/A


	  	  
	  	  
	
Natural Retail Group, Inc.

	
FL-4/11/95; MD-11/24/93; MA-6/19/94;


	  	  
	  	  
	
Fantastic Foods, Inc.

	
N/A


	  	  
	  	  
	
Mt. Vikos, Inc.

	
MA - 2/12/01







 






  





  











  


















Exhibit D







Amended and Restated Exhibit D


 




 





 











 






 


 



EXHIBIT D


BORROWERS AND GUARANTORS


CAPITAL STRUCTURE


 





	
Company

	
Class of 

Stock

	
# of Shares Authorized

	
# of Shares Outstanding

	

# of Shares Authorized


But Un-issued

	
Shareholder/Member

	

Percentage


Owned

	

Jurisdiction


of Formation


	  	  	  	  	  	  	  	  
	
BORROWERS

	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	
United Natural Foods, Inc. ("UNFI")

	  	  	  	  	  	  	
    Delaware


	
(Greater than 5% Ownership)

	  	  	  	  	  	  	  
	
(As of 10/14/08)

	
Common

	
100,000,000

	
42,907,697 *

	
57,092,303

	
FMR LLC

	
14.4%

	  
	  	  	  	  	  	
Jennison Associates LLC

	
10.5%

	  
	  	  	  	  	  	
Employee Stock Ownership Trust

	
6.2%

	  
	  	  	  	  	  	
Barclays Global Investors NA (California)

	
5.0%

	  
	  	  	  	  	  	  	  	  
	
Albert's Organics, Inc.

	
Voting

	
99,500

	
579.36

	
98,920.64

	
UNFI

	
100%

	
    California


	  	
Non-Voting

	
500

	  	
500.00

	  	  	  
	  	  	  	  	  	  	  	  
	
GUARANTORS

	  	  	  	  	  	  	  
	  	
Preferred

	
5,000,000

	
As of December 12, 2003, 50,000 Preferred Series A shares have been reserved for issuance under the Rights Agreement dated February 22, 2000, but have not been issued as of the date hereof.

	
5,000,000

	
N/A

	  	
    California


	
UNITED NATURAL FOODS WEST, INC. (f/k/a Mountain People's Warehouse Incorporated)

	
Common

	
100,000

	
1

	
99,999

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
United Natural Trading Co. d/b/a Hershey Imports Co.

	
Common

	
10,000

	
1,000

	
9,000

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
Springfield Development, LLC (f/k/a United Northeast LLC)

	
N/A

	
N/A

	
N/A

	
N/A

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
Distribution Holdings, Inc.

	
Common

	
10,000

	
100

	
9,900

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
Millbrook Distribution Services Inc.

	
Common

	
1,000

	
1,000

	
N/A

	
Distribution Holdings, Inc.

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
Natural Retail Group, Inc.

	
Common

	
10,000

	
1,000

	
9,000

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	
Fantastic Foods, Inc.

	
Common

	
20,000,000

	
1,000

	
19,999,000

	
UNFI

	
100%

	
    California


	  	  	  	  	  	  	  	  
	
Mt. Vikos, Inc.

	
Common

	
400,000

	
362,605

	
37,395

	
UNFI

	
100%

	
    Delaware


	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	
*  As of October 14, 2008

	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	
All corporate affiliates are as set forth above.  There are no joint venture affiliates.

	  	  	  	  











 



 




 




  





  











  


















Exhibit E







Amended and Restated Exhibit E


 


 


 


 


 






  





  











  








EXHIBIT E







ALTERNATE CORPORATE NAMES, MERGERS


and STATE ID #s


Alternate Names:







Borrowers










	
1.

	
United Natural Foods, Inc. ("UNF") was formerly known as Cornucopia Natural Foods, Inc. and will continue to do business under the name Cornucopia Natural Foods in the states of Connecticut, Georgia, Florida and Pennsylvania.













	
  

	
UNF purchased the assets of Blooming Prairie Cooperative Warehouse and does business in the States of Iowa and North Dakota under the name "Blooming Prairie Warehouse".












UNF purchased all the assets of Select Nutrition Distributors, Inc. including all of its stock, but subsequently merged this subsidiary up into UNF.  UNF does business in the States of CA, NY, DE and PA under the name "Select Nutrition Distributors".







In the State of Colorado, United Natural Foods, Inc. does business under the following trade names:







Rainbow Natural Foods Distributing, Ltd.


Rainbow Distributing, Ltd.


Rainbow Foods Distributing, Ltd.







UNF is the survivor by merger of the following subsidiaries:







Stow Mills, Inc.


Select Nutrition Distributors, Inc.








	
2.

	
Albert's Organics, Inc. purchased all assets of Roots & Fruits Cooperative and does business in the State of Minnesota under the name Roots & Fruits.












Albert’s Organics, Inc. acquired substantially all of the assets of Source Organic, Inc., a California corporation.







Guarantors








	
1.

	
United Natural Foods West, Inc. (f/k/a Mountain People’s Warehouse Incorporated) acquired substantially all of the assets of Shojin Natural Foods and does business under the name Shojin Natural Foods in the State of Hawaii.
















  





  











  








United Natural Foods West, Inc. is the survivor by merger of the following subsidiaries:







NutraSource, Inc.


Rainbow Natural Foods, Inc.








	
2.

	
United Natural Trading Co. acquired substantially all of the assets of Hershey Import Co., Inc. and does business under the name Hershey Import Co., Inc.













	
3.

	
Natural Retail Group, Inc. ("NRG") uses or has used the following trade names in the following states:












Florida:







Sunsplash Market


Sunsplash Natural Foods For Less


Mother Earth Market


The Granary


Natures Finest Foods


Palm Harbor Natural Foods


Waterfront Market







Massachusetts:







Sunsplash Natural Foods For Less


Cape Cod Natural Foods


Sprouts







Maryland:







Sunsplash Natural Foods For Less


Railway Market


Village Natural Grocers







NRG also acquired substantially all of the assets of the following Persons:







Village Natural Grocers, Inc., a Maryland corporation;


Railway Market, Inc., a Maryland corporation;


Down Home Natural Foods, Inc., a Massachusetts corporation;


Sunsplash Market, Inc., a Florida corporation;


Second Nature of Gainesville, Inc., d/b/a Mother Earth Market, Newberry Crossing Store, Inc., d/b/a Mother Earth Market,, Ocala Store, Inc., d/b/a Mother Earth Market, Sarasota Store, Inc., d/b/a Mother Earth Market, Stickney Point Store, Inc., d/b/a/ The Granary, North Tail Store, Inc., d/b/a The Granary, and Mother Earth Market, Inc., all Florida corporations;


Natures Finest Foods, Inc., a Florida corporation;


Hodges Management, Inc., a Florida corporation d/b/a Palm Harbor Natural Foods











  





  











  








State ID #s:








	
BORROWERS:

	  	  	  
	  	  	  	  
	
United Natural Foods, Inc.

	
Delaware

	
2377138

	
Corporation


	  	  	  	  
	
Albert's Organics, Inc.

	
California

	
C1326751

	
Corporation


	  	  	  	  
	
GUARANTORS:

	  	  	  
	  	  	  	  
	
United Natural Foods West, Inc.

	
California

	
C1657486

	
Corporation


	  	  	  	  
	
United Natural Trading Co. d/b/a Hershey Imports Co., Inc. (NJ)

	
Delaware

	
2852049

	
Corporation


	  	  	  	  
	
Distribution Holdings, Inc.

	
Delaware

	
4230723

	
Corporation


	  	  	  	  
	
Springfield Development LLC

	
Delaware

	
3579704

	
Limited Liability Company


	  	  	  	  
	
Millbrook Distribution Services Inc.

	
Delaware

	
2882792

	
Corporation


	  	  	  	  
	
Natural Retail Group, Inc.

	
Delaware

	
2345969

	
Corporation


	  	  	  	  
	
Fantastic Foods, Inc.

	
California

	
C0830190

	
Corporation


	  	  	  	  
	
Mt. Vikos, Inc.

	
Delaware

	
3318140

	
  Corporation







 




 


 


 




 





 











 







 


Exhibits E and F


BORROWERS AND GUARANTORS


Corporate Names & EINs


 


 







	  	 	  	 	
Parent

	
State of

	
Date of

	  
	
Company

	 	
Chief Executive Office

	 	
Company

	
Incorporation

	
Incorporation

	
EIN


	  	 	  	 	  	  	  	  
	
BORROWERS

	 	  	 	  	  	  	  
	
United Natural Foods, Inc.

	 	
260 Lake Road, Dayville, CT  06241

	 	
N/A

	
Delaware

	
2/11/1994

	
05-0376157


	  	 	  	 	  	  	  	  
	
Albert's Organics, Inc.

	 	
3268 E. Vernon Ave, Vernon, CA  90058

	 	
United Natural Foods, Inc.

	
California

	
12/19/1984

	
95-3934152


	  	 	  	 	  	  	  	  
	
GUARANTORS

	 	  	 	  	  	  	  
	
United Natural Foods West, Inc. (f/k/a Mountain People's Warehouse Incorporated)

	 	
1101 Sunset Boulevard, Rocklin, CA 95765

	 	
United Natural Foods, Inc.

	
California

	
1/16/1990

	
68-0221552


	  	 	  	 	  	  	  	  
	
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.

	 	
96 Executive Drive, Edison, NJ  08817

	 	
United Natural Foods, Inc.

	
Delaware

	
1/28/1998

	
06-1505797


	  	 	  	 	  	  	  	  
	
Distribution Holdings, Inc.

	 	
260 Lake Road, Dayville, CT  06241

	 	
United Natural Foods, Inc.

	
Delaware

	
10/5/2006

	
65-1296934


	  	 	  	 	  	  	  	  
	
Millbrook Distribution Services Inc.

	 	
88 Huntoon Memorial Hwy, Leicester, MA 01524

	 	
Distribution Holdings, Inc.

	
Delaware

	
4/27/1998

	
41-0754020


	  	 	  	 	  	  	  	  
	
Springfield Development, LLC (f/k/a United Northeast LLC)

	 	
260 Lake Road, Dayville, CT  06241

	 	
United Natural Foods, Inc.

	
Delaware

	
11/6/2002

	
13-4221549


	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	
Natural Retail Group, Inc.

	 	
Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL

	 	
United Natural Foods, Inc.

	
Delaware

	
8/2/1993

	
06-1383344


	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	
Fantastic Foods, Inc.

	 	
260 Lake Road, Dayville, CT 06241

	 	
United Natural Foods, Inc.

	
California

	
10/24/1977

	
94-2447092


	  	 	  	 	  	  	  	  
	
Mt. Vikos, Inc.

	 	
1291 Ocean St., Marshfield, MA 02050

	 	
United Natural Foods, Inc.

	
Delaware

	
11/28/2000

	
04-3540616












 


There are no open tax matters for any of the Borrowers or Guarantors.




 






  





  











  


















Exhibit F







Amended and Restated Exhibit F


 


 




 





 











 






 



Exhibits E and F


BORROWERS AND GUARANTORS


Corporate Names & EINs


 






	  	 	  	 	
Parent

	
State of

	
Date of

	  
	
Company

	 	
Chief Executive Office

	 	
Company

	
Incorporation

	
Incorporation

	
EIN


	  	 	  	 	  	  	  	  
	
BORROWERS

	 	  	 	  	  	  	  
	
United Natural Foods, Inc.

	 	
260 Lake Road, Dayville, CT  06241

	 	
N/A

	
Delaware

	
2/11/1994

	
05-0376157


	  	 	  	 	  	  	  	  
	
Albert's Organics, Inc.

	 	
3268 E. Vernon Ave, Vernon, CA  90058

	 	
United Natural Foods, Inc.

	
California

	
12/19/1984

	
95-3934152


	  	 	  	 	  	  	  	  
	
GUARANTORS

	 	  	 	  	  	  	  
	
United Natural Foods West, Inc. (f/k/a Mountain People's Warehouse Incorporated)

	 	
1101 Sunset Boulevard, Rocklin, CA 95765

	 	
United Natural Foods, Inc.

	
California

	
1/16/1990

	
68-0221552


	  	 	  	 	  	  	  	  
	
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.

	 	
96 Executive Drive, Edison, NJ  08817

	 	
United Natural Foods, Inc.

	
Delaware

	
1/28/1998

	
06-1505797


	  	 	  	 	  	  	  	  
	
Distribution Holdings, Inc.

	 	
260 Lake Road, Dayville, CT  06241

	 	
United Natural Foods, Inc.

	
Delaware

	
10/5/2006

	
65-1296934


	  	 	  	 	  	  	  	  
	
Millbrook Distribution Services Inc.

	 	
88 Huntoon Memorial Hwy, Leicester, MA 01524

	 	
Distribution Holdings, Inc.

	
Delaware

	
4/27/1998

	
41-0754020


	  	 	  	 	  	  	  	  
	
Springfield Development, LLC (f/k/a United Northeast LLC)

	 	
260 Lake Road, Dayville, CT  06241

	 	
United Natural Foods, Inc.

	
Delaware

	
11/6/2002

	
13-4221549


	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	
Natural Retail Group, Inc.

	 	
Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL

	 	
United Natural Foods, Inc.

	
Delaware

	
8/2/1993

	
06-1383344


	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	  	 	  	 	  	  	  	  
	
Fantastic Foods, Inc.

	 	
260 Lake Road, Dayville, CT 06241

	 	
United Natural Foods, Inc.

	
California

	
10/24/1977

	
94-2447092


	  	 	  	 	  	  	  	  
	
Mt. Vikos, Inc.

	 	
1291 Ocean St., Marshfield, MA 02050

	 	
United Natural Foods, Inc.

	
Delaware

	
11/28/2000

	
04-3540616










 


There are no open tax matters for any of the Borrowers or Guarantors.






 




  





  











  


















Exhibit I







Amended and Restated Exhibit I


 


 






  





  











  








Exhibit I







List of Leases







Industrial Lease dated November 30, 2001 between RREEF America REIT II Corp. VVV ( successor to State of California Public Employees’ Retirement System) and Albert’s Organics, Inc. (successor to Blooming Prairie Cooperative Warehouse) for property located at 5222 Quincy Street, Mounds View, Minnesota







Industrial Office Lease dated April 25, 2005 between Santa Cruz Freeholders and Albert’s Organics, Inc. for property located at 2450 17th Avenue, Santa  Cruz,  California







Agreement of Lease dated January 24, 2002 between Two Seventy – M- Edison and United Natural Trading Co. d/b/a Hershey Import Co. for property located at 96 Executive Drive, Edison, New Jersey







Rental  Agreement dated August 1, 2003 between Lancaster Self Storage and Millbrook Distribution Services Inc. for property located at 6509 Transit Road, Bowmansville, New York







Oral month to month storage agreement between _______ and Millbrook Distribution Services Inc. for property located at 493 South Main Street, Canadaigua, New York







Agreement dated December 21, 2006 between Jax LLC and Millbrook Distribution Services Inc. for property located at 4531 22nd Street, NW, Canton, Ohio







Rental Agreement dated October 26, 2005 between OB Companies d/b/a Simply Self Storage (successor to Storage Xtra Self Storage) and Millbrook Distribution Services Inc. for property located at 6751 Macon Road, Columbus, Georgia







Agreement and Lease dated March 12, 1997 between  Paul and Barry Cummins and Millbrook Distribution Services Inc. for property located at Center Street and Genesee Street, Cuba, New York







Lease dated December 1, 1997 between Highview Properties-Two, LLC (successor to Highview-Harts Investments) and Millbrook Distribution Services Inc. (successor to Epstein & Sons, Inc.) for property located at 8 Joanna Court, East Brunswick, New Jersey







Storage USA Rental Agreement dated June 10 between Extra Space Storage (successor to Storage USA and Millbrook Distribution Services Inc. for property located at 2420 East Stop 11 Road, Indianapolis, Indiana






  





1











  








Oral month to month storage agreement between __________ and Millbrook Distribution Services Inc. for property located at 3204 Flovana Avenue, Jamestown, New York







Attic Storage Rental Agreement dated July 31, 2001 between Attic Storage of Omaha and Millbrook Distribution Services Inc. for property located at 6915 South 120th Street, La Vista, Nebraska







Lease dated December 1, 1986  between RDJ Realty Trust and Millbrook Distribution Services Inc. (successor to Millbrook Distributors, Inc.) for property located at 88 Huntoon Memorial Highway, Leicester, Massachusetts







Lease dated December 11, 2007 between Minuteman Packaging Corp. and Millbrook Distribution Services Inc. for property located at 143 Clark Street, Leicester, Massachusetts







Oral month to month storage agreement between ________ Millbrook Distribution Services Inc. for property located at 6812 Fountain Avenue, Orlando, Florida







Lease Agreement dated January 19, 2007 between Ashton, LLC and Millbrook Distribution Services Inc. for property located at 1315 West Chestnut Expressway, Springfield, Missouri







Lease and Security Agreement dated February 2, 2001 between BLR Properties, L.L.C. and Millbrook Distribution Services Inc. for property located at 5837 South Garnett, Tulsa, Oklahoma







 Lease dated May 31, 2007 between D’Amico Limited Partnership and Mt. Vikos, Inc. for property located at 1291 Ocean Street, Marshfield, Massachusetts.







Lease dated as of May 6, 1985 between Colonial Village Company LLC and Natural Retail Group, Inc. (successor to Village Natural Grocers, Inc.) for property located at 700 Reistertown, Baltimore, Maryland







Lease Agreement dated November, 2002 between Bell Tower Corporation and Natural Retail Group, Inc. for property located at 1600 Route 28, Centerville, Massachusetts







Lease dated April 1, 1994 between Marlboro Plaza, Inc. and Natural Retail Group, Inc. for property located at 108 Marlboro Avenue, Easton, Maryland







Lease dated June 28, 1977 between Snead Y. Davis and Natural Retail Group, Inc. (successor to Sam’s Style Shop) for property located at 521 NW 13th Blvd, Gainesville, Florida






  





2











  








Lease dated May 11, 1993 between Newberry Crossing, Ltd. and Natural Retail Group (as successor to Newberry Crossing Store, Inc.) for property located at 1237 NW 76th Blvd, Gainesville, Florida







Lease Agreement dated July 4, 2007 between Morgan McPherson, Chairman of the Caroline Street Corridor and Bahama Village Community Redevelopment Agency and Natural Retail Group, Inc. (as successor to Southard Markets, Inc.) for property located at 201 William Street, Key West, Florida







Lease Agreement dated February 21, 2007 between Morgan McPherson, Chairman of the Caroline Street Corridor and Bahama Village Community Redevelopment Agency and Natural Retail Group, Inc. (as successor to Southard Markets, Inc.) for property located at 201 William Street, Key West, Florida







Lease dated June 24, 1994 between Neopolitan Way South Land Trust and Natural Retail Group (as successor to Sunsplash Market, Inc.) for property located at 850 Neopolitan Way, Naples, Florida







Shopping Center Lease dated as of December 15, 1995 between Ocala SC Company, Ltd. and Natural Retail Group, Inc. (as successor to Ocala Store, Inc.) for property located at 1917  East Silver Springs Blvd, Ocala, Florida







Lease dated February 15, 1985 between Seabreeze Associates Limited and Natural Retail Group, Inc. (as successor to Eckard Drugs of Florida, Inc.) for property located at 30555 US Highway 19N, Palm Harbor, Florida







Lease dated October 11, 2000 between TCW Special Credits and Natural Retail Group, Inc. for property located at 1900-2000 Tamiami Trial, Port Charlotte, Florida




Commercial Lease dated December 23, 2003 between Southpoints Shopping Center of Sarasota, Ltd. and Natural Retail Group, Inc. for property located at 1930 Stickney Point Road, Sarasota, Florida







Lease Agreement dated February 18, 1997 between Beneva Market Place Associates and Natural Retail Group, Inc. (as successor to Sarasota Store, Inc,) for property located at 1279 Beneva Road South, Sarasota, Florida







Lease Agreement dated November 26, 1993 between West Central Shopping Center and Natural Retail Group, Inc. (as successor to Nature’s Finest Foods Inc,) for property located at 6651 Central Avenue, St. Petersburg, Florida






  





3











  








Lease Agreement dated as of February 1, 2004 between Andreassi, LLC and United Natural Foods, Inc., (successor by merger to Select Nutrition Distributors, Inc.) for property located at 2722 Commerce Way, Philadelphia, Pennsylvania







Agreement of Lease dated as of September 1, 2004 between Reckson Operating Partnership, L.P. and United Natural Foods, Inc. (successor by merger to Select Nutrition Distributors, Inc.) for property located at 60 Charles Lindbergh Blvd, Uniondale, New York







Lease dated March 2, 1998 between P&C Property Management and United Natural Foods, Inc. (assignee of Tumaro’s, Inc.) for property located at 5300 Santa Monica Blvd., Los Angeles, California







Lease dated September, 2004 between the Savings Institute Bank & Trust Company and United Natural Foods, Inc. for property located at 190 Main Street, Danielson, Connecticut







Office Lease dated October 16, 2008 between Alco Cityside Federal LLC and United Natural Foods, Inc. for property located at 555 Valley Street, Providence, Rhode Island







Lease dated as of February 15, 2007 between World Learning, Inc. and United Natural Foods, Inc. for property located at 25 Mr. Arthur Drive, Chesterfield, New Hampshire







Lease dated March 16, 2007 between Meridian-Hudson McIntosh LLC and United Natural Foods, Inc. for property located at 6100 McIntosh Road,  Sarasota, Florida







Standard Form Industrial Building Lease (Single-Tenant) dated March 14, 2008 between FR York Property Holding, LP and United Natural Foods, Inc. for property located at 225 Cross Farm Lane, York, Pennsylvania







Lease dated August 3, 1998 between Valley Center I, LLC and United Natural Foods, Inc. for property located at 22 30th North  East, Auburn, Washington







Standard Form Lease (Industrial, Multi-Tenant, Net) dated July 11, 1997 between ADC, L.L.C. (as successor to Amberjack, Ltd.) and United Natural Foods, Inc. for property located at 15965 and 15755 East 32nd Avenue, Aurora, Colorado







NNN Lease (Multi-Tenant) dated as of July 31, 2001 between Metropolitan Life Insurance Company and United Natural Foods, Inc. for property located at 13204 Philadelphia Street, Fontana, California






  





4











  








Lease Agreement dated December 3, 2007 between Cactus Commerce, LLC and United Natural Foods, Inc. for property located at 22150 Goldencrest Drive, Moreno Valley, California.






  





5











  









EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	  	  	  	  	  	  	  	  	  
	
OWNED

	  	  	  	  	  	  	  	  
	
O

	
Albert's Organics

	
Office/Warehouse

	
200 Eagle Court

	
Bridgeport

	
NJ

	
8014

	
35,700

	
Yes


	
O

	
Albert's Organics

	
Warehouse

	
3268 E. Vernon Avenue

	
Vernon

	
CA

	
90058

	
34,500

	
Yes


	
O

	
Millbrook

	
Office/Warehouse

	
401 Highway 43 East

	
Harrison

	
AR

	
72601

	
1,200,000

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
100 Lake View Court

	
Atlanta

	
GA

	
30336

	
327,500

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
71 Stow Drive

	
Chesterfield

	
NH

	
03443

	
319,000

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
260 Lake Road

	
Dayville

	
CT

	
06241

	
352,900

	
Yes


	
O

	
UNFI-East

	
Office/Warehouse

	
300 Lake Road

	
Dayville

	
CT

	
06241

	
90,200

	
No


	
O

	
UNFI-East

	
Warehouse

	
655 Commerce Parkway

	
Greenwood

	
IN

	
46143

	
311,100

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
2340 Heinz Road

	
Iowa City

	
IA

	
52240

	
274,800

	
Yes


	
O

	
UNFI-East

	
Warehouse

	
100 Lincoln Street

	
New Oxford

	
PA

	
17350

	
271,200

	
No


	
O

	
UNFI-West

	
Warehouse

	
12745 Earhart Avenue

	
Auburn

	
CA

	
95602

	
150,000

	
No


	
O

	
UNFI-West

	
Warehouse

	
7909 S. Union Parkway

	
Ridgefield

	
WA

	
98642

	
239,000

	
Yes


	
O

	
UNFI-West

	
Office/Warehouse

	
1101 Sunset Blvd

	
Rocklin

	
CA

	
95765

	
487,000

	
Yes


	  	  	  	  	  	  	  	  	  
	
LEASED

	  	  	  	  	  	  	  	  
	
L

	
Albert's Organics

	
Warehouse

	
15965 E 32nd Ave

	
Aurora

	
CO

	
80110

	
23,930

	
Yes


	
L

	
Albert's Organics

	
Warehouse

	
71 Stow Dr

	
Chesterfield

	
NH

	
3443

	
20,540

	
Yes


	
L

	
Albert's Organics

	
Warehouse

	
5222 Quincy Street

	
Mounds View

	
MN

	
55112

	
39,900

	
Yes


	
L

	
Albert's Organics

	
Office

	
2450 17th Ave Suite 250

	
Santa Cruz

	
CA

	
95062

	
3,935

	
No


	
L

	
Albert's Organics

	
Warehouse

	
6272 Mcintosh Rd

	
Sarasota

	
FL

	
34238

	
22,522

	
Yes


	
L

	
Hershey

	
Office/Warehouse

	
96 Executive Drive

	
Edison

	
NJ

	
08817

	
110,000

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
6509 Transit Road

	
Bowmansville

	
NY

	
14026

	
75

	
No


















 


 




 





 











 




 




EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	
L

	
Millbrook

	
MTM Storage

	
493 South Main Street

	
Canadaigua

	
NY

	
14424

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
4531 22nd St., N.W.

	
Canton

	
OH

	
44708

	
300

	
No


	
L

	
Millbrook

	
MTM Storage

	
6751 Macon Road

	
Columbus

	
GA

	
31907

	
750

	
No


	
L

	
Millbrook

	
MTM Storage

	
Center St. & Genesee St.

	
Cuba

	
NY

	
 

	
 

	
No


	
L

	
Millbrook

	
Warehouse

	
8 Joanna Court

	
E. Brunswick

	
NJ

	
08816

	
177,600

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
2420 E. Stop 11 Road

	
Indianapolis

	
IN

	
46227

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
3204 Flovana Avenue

	
Jamestown

	
NY

	
 

	
25

	
No


	
L

	
Millbrook

	
MTM Storage

	
6915 S. 120th Street

	
La Vista

	
NE

	
68128

	
400

	
No


	
L

	
Millbrook

	
Office/Warehouse

	
88 Huntoon Memorial Highway

	
Leicester

	
MA

	
01524

	
188,000

	
Yes


	
L

	
Millbrook

	
Warehouse

	
82 Huntoon Memorial Hwy

	
Leicester

	
MA

	
01524

	
40,000

	
Yes


	
L

	
Millbrook

	
MTM Storage

	
6812 Fountain Ave., E-17

	
Orlando

	
FL

	
32807

	
200

	
No


	
L

	
Millbrook

	
MTM Storage

	
1315 W. Chestnut Expressway

	
Springfield

	
MO

	  	  	  
	
L

	
Millbrook

	
MTM Storage

	
5837 South Garnett

	
Tulsa

	
OK

	
74146

	
1,650

	
No


	
L

	
Mt. Vikos

	
Office

	
1291 Ocean Street

	
Marshfield

	
MA

	
02050

	
appr 1500

	
No


	
L

	
NRG

	
Retail Store

	
700 Reistertown

	
Baltimore

	
MD

	
21215

	
4,000

	
Yes


	
L

	
NRG

	
Retail Store

	
1600 Route 28

	
Centerville

	
MA

	
02632

	
3,000

	
Yes


	
L

	
NRG

	
Retail Store

	
108 Marlboro Ave

	
Easton

	
MD

	
21601

	
3,500

	
Yes


	
L

	
NRG

	
Retail Store

	
521 NW 13 Blvd

	
Gainesville

	
FL

	
32601

	
4,600

	
Yes


	
L

	
NRG

	
Retail Store

	
1237 NW 76th Blvd

	
Gainesville

	
FL

	
32606

	
4,750

	
Yes


	
L

	
NRG

	
Retail / Wholesale

	
201 William Street

	
Key West

	
FL

	
33040

	
11,178

	
Yes


	
L

	
NRG

	
Wholesale

	
201 William Street

	
Key West

	
FL

	
33040

	
4,471

	
Yes


	
L

	
NRG

	
Retail Store

	
850 Neopolitan Way

	
Naples

	
FL

	
34103

	
4,800

	
Yes


	
L

	
NRG

	
Retail Store

	
1917 E Silver Springs Blvd

	
Ocala

	
FL

	
34470

	
5,000

	
Yes


	
L

	
NRG

	
Retail Store

	
30555 US Highway 19N

	
Palm Harbor

	
FL

	
34684

	
12,270

	
Yes


	
L

	
NRG

	
Retail Store

	
1900-2000 Tamiami Trail

	
Port Charlotte

	
FL

	
33948

	
9,600

	
Yes


	
L

	
NRG

	
Retail Store

	
1930 Stickney Point Rd

	
Sarasota

	
FL

	
34231

	
4,700

	
Yes


	
L

	
NRG

	
Retail Store

	
1279 Beneva Rd S.

	
Sarasota

	
FL

	
34232

	
8,260

	
Yes


	
L

	
NRG

	
Retail Store

	
6651 Central Ave.

	
St. Petersburg

	
FL

	
33710

	
4,750

	
Yes


	
L

	
Select Nutrition

	
Warehouse

	
2722 Commerce Way

	
Philadelphia

	
PA

	
19154

	
100,000

	
Yes


	
L

	
Select Nutrition

	
Office

	
60 Charles Lindebergh Blvd

	
Uniondale

	
NY

	
11553

	  	
No


	
L

	
Tumaro's

	
Office/Warehouse

	
5300 Santa Monica Blvd.

	
Los Angeles

	
CA

	
90029

	
          5,875

	
Yes


	
L

	
UNFI

	
Office

	
190 Main Street

	
Danielson

	
CT

	
06239

	  	
No


	
L

	
UNFI

	
Office

	
555 Valley Street

	
Providence

	
RI

	
02908

	
50,000

	
No


	
L

	
UNFI-East

	
Office

	
25 Mr. Arthur Drive

	
Chesterfield

	
NH

	
03443

	
4,000

	
No


	
L

	
UNFI-East

	
Office/Warehouse

	
6100 MacIntosh Road

	
Sarasota

	
FL

	
34238

	
345,000

	
Yes


	
L

	
UNFI-East

	
Warehouse

	
225 Cross Farm Lane

	
York

	
PA

	
17406

	
675,000

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
22 30th North East

	
Auburn

	
WA

	
98002

	
204,700

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
15965 E. 32nd Ave.

	
Aurora

	
CO

	
80011

	
180,000

	
Yes
















 






 





 











 






 




EXHIBIT B and I


BORROWERS AND GUARANTORS


BUSINESS LOCATIONS








	
Owned/


Leased

	
Entity

	
Use

	
Address

	
City

	
State

	
Zip

	
Sq. Ft.

	
Inventory in Excess of $100,000


	
L

	
UNFI-West

	
Warehouse

	
15965 E. 32nd Ave.

	
Aurora

	
CO

	
80011

	
19,708

	
No


	
L

	
UNFI-West

	
Office

	
15755 East 32nd Avenue

	
Aurora

	
CO

	
80011

	
3,500

	
No


	
L

	
UNFI-West

	
Warehouse

	
15755 East 32nd Avenue

	
Aurora

	
CO

	
80011

	
40,000

	
Yes


	
L

	
UNFI-West

	
Warehouse

	
13204 Philadelphia St.

	
Fontana

	
CA

	
92337

	
220,200

	
vacant


	
L

	
UNFI-West

	
Warehouse

	
22150 Goldencrest

	
Moreno Valley

	
CA

	
92553

	
613,000

	
Yes












Fantastic Foods, Inc. commonly has inventory in excess of $100,000 located at its manufacturer, Wixon, Inc., 1390 East Bulavar Avenue, St. Francis, Wisconsin 53235.







Fantastic Foods, Inc. commonly has inventory worth in excess of $100,000 stored at its warehousing and distribution vendor, Distribution 2000, Inc., 505 Crossroads Parkway, Bolingbrook, IL 60440







Mt. Vikos, Inc.commonly has inventory worth in excess of $100,000 stored at its warehouse, East Coast Warehousing & Dist. Cor., 1140 Polaris Street, Elizabeth, NJ  07201













 


 




  





  











  








 


Exhibit M







Amended and Restated Exhibit M


 


 




 





 











 











 



EXHIBIT M







GUARANTEES












UNF has guaranteed the obligations of the ESOT under the Loan Agreement dated 11/1/88 between the ESOT and Norman Cloutier, Steven Townsend, Daniel Atwood and Theodore Cloutier; original principal amount of the Note issued under the Loan Agreement is $4,080,000.







UNF has guaranteed the obligations of Fantastic Foods, Inc. under the Contract Manufacturing and Packaging Agreement dated March 20, 2008 between Fantastic Foods, Inc. and Wixon, Inc.