ex10-37.htm


    Exhibit
10.37


      


       

      FOURTH AMENDMENT
AGREEMENT

       

      FOURTH
AMENDMENT AGREEMENT (this “Agreement”) dated as of November 27, 2007, by and
among United Natural Foods, Inc., United Natural Foods West, Inc., United
Natural Trading Co., Distribution Holdings, Inc., Springfield Development, LLC,
and Millbrook Distribution Services Inc. (collectively, the “Borrowers”), Bank of
America, N.A. (“Bank of America”) and the other Lenders currently party thereto
(the “Existing
Lenders”), the other lending institutions identified under the caption
“Lenders” on the signature pages hereto, each of which is becoming a Lender on
the date hereof (collectively, the “New Lenders” and,
collectively with the Existing Lenders, collectively, the “Lenders”), and Bank
of America, as administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”).

       

      W
I T N E S S E T H:

       

      WHEREAS,
the Borrowers, the Existing Lenders, the Administrative Agent, and the
Documentation Agent, Syndication Agent and Arranger identified therein entered
into a certain Amended and Restated Loan and Security Agreement dated April 30,
2004, as amended by a First Amendment dated as of December 30, 2004, a Second
Amendment dated as of January 31, 2006 and a Third Amendment dated as of
November 2, 2007 (as amended, the “Loan Agreement”);
and

       

      WHEREAS,
the Borrowers have requested that the Lenders waive certain Events of Default
which exist under the Loan Agreement, increase the aggregate Revolving Credit
Commitments and amend certain other provisions of the Loan Agreement;
and

       

      WHEREAS,
certain of the Existing Lenders are willing to increase their Revolving Credit
Commitments and the New Lenders are willing to become parties to the Loan
Agreement as Lenders thereunder and to make Revolving Credit Commitments, and
the Lenders are willing to waive such Events of Default and agree to the
amendments set forth herein, all 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 Loan Agreement
shall have the meanings given to such terms in the Loan Agreement, as amended
hereby.

       

      §2.           Representations
and Warranties; Acknowledgment.  The Borrowers
hereby represent and warrant to the Lenders 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)           After
giving effect to the transactions contemplated by this Agreement, 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 Loan Agreement. The Loan Agreement is hereby
amended as follows:

       

      3.1.           Amendments
to Appendix A.

       

      (a)           The
following definitions in Appendix A of the Loan Agreement (or, in the case of
the definition of SwingLine Loan Ceiling, the existing definition that was set
forth in Section 3.1.3 but not in Appendix A but which is now being added to
Appendix A hereby) are hereby amended and restated in their entirety to read as
follows:

       

      Borrowing Base - as
at any time of determination thereof, an amount equal to the lesser
of:

       

      (i)           $400,000,000;
or

       

      (ii)           an
amount equal to:

       

      (a) 90% of the net amount of Eligible
Accounts outstanding at such date provided that dilution with respect to
Eligible Accounts, as determined by Agent, shall be less than five (5%) percent
and, if such dilution, as determined by the Agent, exceeds five (5%) percent,
such advance rate may be decreased by Agent, in its discretion, to 85%;
PLUS

       

      (b)           (x)
prior to the Post-Fourth Amendment Inventory Appraisal Date, the lesser of (1)
$150,000,000 or (2) 70% of the value of Eligible Inventory at such date,
calculated on the basis of the lower of cost or market, with the cost of raw
materials and finished goods calculated on a first-in, first-out basis, and (y)
on and after the Post-Fourth Amendment Inventory Appraisal Date, the lesser of
(1) $240,000,000 or (2) the lesser of (A) 85% of the NOLV of the Eligible
Inventory at such date or (B) 70% of the value of Eligible Inventory at such
date, calculated on the basis of


      
        
           


        

        
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      the lower
of cost or market, with the cost of raw materials and finished goods calculated
on a first-in, first-out basis.

       

      For the
purposes hereof, the net amount of Eligible Accounts at any time shall be the
face amount of such Eligible Accounts less any and all returns, rebates,
discounts (which may, at Agent’s option, be calculated on shortest terms),
credits, allowances or excise taxes of any nature at any time issued, owing,
claimed by Account Debtors, granted, outstanding or payable in connection with
such Accounts at such time.

       

      Maturity Date -
November 27, 2012.

       

      Revolving Credit
Commitment - for each Lender, the obligation of such Lender to make
Revolving Credit Loans and participate in the Swingline Loans and LC Amount in
an aggregate principal amount at any one time outstanding up to but not
exceeding the amount set forth on Schedule 1 hereto, as such
amount may be reduced or increased from time to time pursuant to the terms
hereof, or reduced or increased from time to time by assignments by or to such
Lender pursuant to Sections 4.4.2, 12.10, and 13.3 hereof.  The
aggregate amount of the Revolving Credit Commitments of the Lenders on the
Fourth Amendment Effective Date is $400,000,000.  If this Agreement is
terminated pursuant to Section 5.2.1 or 5.2.2, the Revolving Credit Commitments
shall thereafter be zero.

       

      Revolving Credit Commitment
Termination Date - November 27, 2012.

       

      SwingLine Loan
Ceiling - at any time, an amount equal to the product of (a) the sum of
the Revolving Credit Commitments at such time multiplied by (b) seven percent
(7%).

       

       

      (b)           The
following new definitions are added in alphabetical order to Appendix A of the
Loan Agreement to read as follows:

       

      Fourth Amendment
Agreement - the Fourth Amendment Agreement dated as of November 27, 2007
among the Borrowers, the Lenders, and the Administrative Agent with respect to
this Loan Agreement.

       

      Fourth Amendment Effective
Date - the date on which all of the conditions precedent set forth in
Section 6 of the Fourth Amendment Agreement have been satisfied (or waived by
the Required Lenders).

       

      LC Sublimit Amount -
at any time, an amount equal to the product of (a) the sum of the Revolving
Credit Commitments at such time multiplied by (b) eight percent
(8%).

       

      Material
Acquisition  - any acquisition or investment or series of
acquisitions or investments in respect of which the consideration therefor
exceeds (i) $10,000,000 for any single acquisition or investment and $25,000,000
in the aggregate for all acquisitions and/or investments in any fiscal year of
Borrowers paid in cash and/or incurred Indebtedness by Borrowers, (ii) in cases
in which the consideration paid by Borrowers is shares of UNF common stock,
$25,000,000 in value for all such acquisitions in any fiscal


      
        
           


        

        
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      year of
Borrowers or (iii) in transactions involving any combination of cash, incurred
Indebtedness and/or UNF common stock, subject to the foregoing limits (subject
in all such cases to the limitations of Section 11.1.12 hereof).

       

      NOLV - as of any
date, the net liquidation value of the Eligible Inventory on such date, as
calculated based on the liquidation values for each category of Inventory set
forth in the Post-Fourth Amendment Inventory Appraisal.

       

      Post-Fourth Amendment
Inventory Appraisal  - as of any date after the Fourth
Amendment Effective Date, the most recent appraisal, if any, in form and
substance acceptable to the Administrative Agent, by an appraiser selected by
the Administrative Agent, of the liquidation values of each category of
Inventory of the Borrowers.

       

      Post-Fourth Amendment
Inventory Appraisal Date - the first date after the Fourth Amendment
Effective Date that a Post-Fourth Amendment Inventory Appraisal is delivered to
the Administrative Agent in form and substance acceptable to the Administrative
Agent.

       

      Revolving Credit Increase
Effective Date - as defined in subsection 1.4.4 of the
Agreement.

       

      $16,000,000 Availability
Proviso - as defined in subsection 7.2.5 of the
Agreement.

       

      Transfer Notice - as
defined in subsection
7.2.5 of the Agreement.

       

      3.2.           Amendment
to Section 1.2

       

      Section
1.2 of the Loan Agreement is hereby amended by deleting “TWENTY MILLION DOLLARS
($20,000,000).” in the eighth line thereof and substituting therefor “the LC
Sublimit Amount.”

       

      3.3.           Addition
of Section 1.4

       

      The
following Section 1.4 is hereby added to the Loan Agreement after Section 1.3
thereof:

      


      1.4           Increase
in Revolving Credit Facility.

       

      1.4.1 Request for
Increase.  Provided there exists no Default or Event of
Default, upon notice to the Administrative Agent (which shall promptly notify
the other Lenders), the Borrowers may, on a one-time basis, request an increase
in the aggregate amount of the Revolving Credit Commitments by an amount not
exceeding $50,000,000 in the aggregate; provided that any
such request for an increase shall be in a minimum amount of $10,000,000 and, if
in excess of $10,000,000, shall be in an amount that is an integral multiple of
$10,000,000.  At the time of sending such notice, the Borrowers (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to the
Lenders).

       


      
        
           


        

        
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      1.4.2                      Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Revolving
Credit Commitment and, if so, whether by an amount equal to, greater than, or
less than its Revolving Credit Percentage of such requested
increase.  Any Lender not responding within such time period shall be
deemed to have declined to increase its Revolving Credit
Commitment.  Any decision by a Lender to increase its Revolving Credit
Commitment shall be in such Lender’s sole and absolute discretion.

       

      1.4.3                      Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrowers and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase, and subject to the approval of the Administrative Agent of
the identity and credit standing of each proposed additional Lender, the
Borrowers may also invite additional institutional lenders to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.

       

      1.4.4                      Effective Date and
Allocations.  If the aggregate amount of the Revolving Credit
Commitments is increased in accordance with this Section, the Administrative
Agent and the Borrowers shall determine the effective date (the “Revolving Credit
Increase
Effective Date”) and the final allocation of such
increase.  The Administrative Agent shall promptly notify the
Borrowers and the Lenders of the final allocation of such increase and the
Revolving Credit Increase Effective Date.

       

      1.4.5                      Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, (a)
the Borrowers shall deliver to the Administrative Agent a certificate of each
Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient
copies for each Lender) signed by the chief executive officer or chief financial
officer of such Borrower (i) certifying and attaching the resolutions adopted by
such Borrower approving or consenting to such increase, and (ii) certifying
that, before and after giving effect to such increase, (A) the representations
and warranties contained in Section 8 hereof and in the other Loan Documents are
true and correct on and as of the Revolving Credit Increase Effective Date,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Section 1.4, the
representations and warranties contained in the first sentence of Section 8.10 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of subsection 9.1.3, and the
representations and warranties contained in the second sentence of Section 8.1.10 shall be deemed
to refer to the last day of the most recent fiscal year of the Borrowers ended
prior to the date of such certificate for which financial statements have been
delivered to the Lenders, and (B) no Default or Event of Default exists, (b) the
Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving
Credit Increase Effective Date (and pay any additional amounts required pursuant
to subsection 3.2.5) to
the extent necessary to keep the outstanding Revolving Credit Loans ratable with
any revised Revolving Credit Commitment Percentages arising from any nonratable
increase in the Revolving Credit Commitments under this Section, (c) the
Borrowers shall pay such closing fees as may be acceptable to the Lenders that
make Revolving Credit Commitments or increase their Revolving Credit Commitments
pursuant to this

       


      
        
           


        

        
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      Section,
and (d) to the extent requested by the Administrative Agent, the Borrowers shall
deliver new or substituted, as applicable, Revolving Credit Notes in the amounts
of the respective aggregate Revolving Credit Commitments of the Lenders that
increase their Revolving Credit Commitments or make new Revolving Credit
Commitments, (ii) a reaffirmation agreement from all Guarantors, (iii) UCC
searches for the jurisdictions requested by the Administrative Agent, and (iv)
such other documents, including, without limitation, any opinion letters
requested, as are reasonably required by the Administrative Agent, all of the
documents referred to in clauses (i) through (iv) to be in form and substance
satisfactory to the Administrative Agent.

       

       

      3.4.           Amendment
to Section 2.6

       

      The
second to last sentence of Section 2.6 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:

       

      Audit and
appraisal fees shall be payable on the first day of the month following the date
of issuance by Agent of a request for payment thereof to Borrowers.

       

      3.5.           Amendment
to Subsection 3.1.3

       

      Subsection 3.1.3(ii) of the
Loan Agreement is hereby amended by deleting “SEVENTEEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($17,500,000) (the “SwingLine Loan Ceiling”).” in the eighth
and ninth lines thereof and substituting therefor “the amount of the SwingLine
Loan Ceiling.”

       

      3.6.           Amendment
to Subsection 7.2.5

       

      The
fourth, fifth and sixth sentences of Subsection 7.2.5 of the Loan
Agreement are hereby amended and restated in their entirety to read as
follows:

       

      Borrowers
shall issue to any such banks an irrevocable letter of instruction directing
such banks to deposit all payments or other remittances received in the lockbox
to the Dominion Account and to comply with Agent’s notice, given at any time and
from time to time in its discretion (or when directed by the Required Lenders)
(a “Transfer
Notice”), directing such banks to transfer all such payments and
remittances to the Payment Account for application on account of the
Obligations; provided, however, that Borrowers acknowledge and agree that if at
any time Availability is less than $16,000,000 and within ten (10) days of such
occurrence Borrowers fail to provide or are unable to provide Availability
projections demonstrating, to the satisfaction of the Required Lenders, that
within sixty (60) days Availability will increase to be in excess of $16,000,000
and continue thereafter to exceed such amount, Agent shall give the foregoing
Transfer Notice to such banks to transfer all payments and remittances to the
Payment Account (this proviso, the “$16,000,000 Availability
Proviso”).  All funds deposited in any Dominion Account shall
immediately become the property of Agent for the account of Lenders, and
Borrowers shall obtain the agreement by such banks in favor of Agent to waive
any right of recoupment or setoff (subject only to such exceptions as may be
acceptable to Agent) against the funds so deposited, and to waive any security
interest in the funds so deposited.  Agent agrees with Borrowers that,
except pursuant to


      
        
           


        

        
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      the
$16,000,000 Availability Proviso, Agent shall not give a Transfer Notice unless
a Default or an Event of Default has occurred and is continuing.

       

      3.7.           Amendment
to Subsection 9.1.1

       

      The
following sentence is hereby added at the end of Subsection 9.1.1 of the Loan
Agreement to read as follows:

       

      Agent may
conduct one (1) appraisal, at Borrowers’ expense, during each twelve (12) month
period and as many as the Agent or the Required Lenders may deem necessary or
appropriate, at Borrowers’ expense, if a Default or an Event of Default has
occurred and is continuing.

       

      3.8.           Amendment
to Subsection 9.2.1

       

      Subsection
9.2.1 of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:

       

      9.2.1  Mergers;
Consolidations; Acquisitions.  Merge or consolidate, or permit
any Subsidiary of Borrowers to merge or consolidate, with any Person (except for
mergers or consolidations among the Borrowers or mergers or consolidations of
Subsidiaries with a Borrower or Borrowers); nor acquire or permit any of its
Subsidiaries to acquire all or any substantial part of the Properties or stock
or securities of any Person, provided, that Borrowers may purchase businesses in
the lines of business conducted by the Borrowers which Borrowers have
determined, in their reasonable business judgment, would enhance the business,
operations, prospects and condition (financial or otherwise) of the Borrowers
provided that each of the following conditions are satisfied (each such
transaction a “Permitted
Acquisition”): (a) in respect of any Material Acquisition, UNF shall have
delivered to the Administrative Agent and each Lender not less than ten (10)
Business Days prior to the earlier of (i) the execution of a definitive or
binding agreement to enter into the proposed Permitted Acquisition and (ii) the
consummation of such proposed Permitted Acquisition, a copy of the proposed
acquisition agreement and a statement, certified by the principal financial or
accounting officer of UNF, setting forth, in reasonable detail, computations
evidencing on a pro forma basis (determined in a manner acceptable to the
Administrative Agent) compliance with the financial covenants contained in
Section 9.3 hereof, immediately prior to and after giving effect to such
proposed Permitted Acquisition; (b) UNF shall have delivered to the
Administrative Agent and each Lender not less than ten (10) Business Days prior
to the earlier of (i) the execution of a definitive or binding agreement to
enter into the proposed Permitted Acquisition and (ii) the consummation of such
proposed Permitted Acquisition, a statement, certified by the principal
financial or accounting officer of UNF, setting forth, in reasonable detail,
computations (determined in a manner reasonably acceptable to the Administrative
Agent) evidencing Availability immediately prior to and after giving effect to
the proposed Permitted Acquisition in an amount equal to or in excess of (x) in
respect of any Material Acquisition, 20% of the Borrowing Base and (y) in all
other respects, 15% of the Borrowing Base, and such principal financial or
accounting officer shall have delivered to the Administrative Agent and each
Lender not more than two (2) Business Days prior to the consummation of the
proposed Permitted Acquisition a


      
        
           


        

        
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      statement
certifying that the conditions in clause (a) (in respect of Material
Acquisitions only) and clause (b) of this subsection 9.2.1 continue to be
satisfied, which statement shall be accompanied by execution copies of the
acquisition agreement and all material documents to be executed in connection
therewith; (c) no Default or Event of Default shall exist before or after giving
effect to the proposed Permitted Acquisition; (d) the Borrowers shall furnish to
the Agent and each Lender notice and copies of any letter of intent or other
memorandum of understanding and purchase documents for any acquisition they may
contemplate and in the event that Borrowers wish to have the Accounts and
Inventory of the entity to be acquired or invested in be included in the
Borrowing Base, Borrowers’ shall arrange for Agent and its representatives to
have reasonable access to financial information and the assets and Properties to
be acquired which will, upon consummation of the acquisition, become Collateral
for the Obligations; (e) if any such acquisition is structured as the
acquisition of stock or other securities of a Person to be acquired or Borrowers
create a Subsidiary to make the acquisition, at the election of the Agent, such
entity shall become a Borrower hereunder by entering into a joinder agreement in
form and substance satisfactory to Agent, or Borrowers shall cause such entity
to enter into a guaranty of the Obligations and, in each case, such entity shall
grant to Agent a security interest such of its assets that would constitute
Collateral hereunder to secure such guaranty reasonably satisfactory to the
Agent; and (f) if any indebtedness is to be issued to any seller in connection
with any such transaction, the holder of such indebtedness shall enter into a
subordination agreement in favor of the Agent and Lenders in form and substance
satisfactory to  Agent.  The Agent agrees to enter into
confidentiality agreements with the Persons that Borrowers may acquire on terms
mutually agreeable to Agent and such Person.

       

      3.9.           Amendment
to Subsection 9.2.7

       

      Clauses
(c) and (d) of subsection
9.2.7 of the Loan Agreement are hereby deleted and the following clause
(c) is substituted therefor (and the word “and” is added after clause
(b)):

       

      (c)  other
Distributions, provided that a
Distribution shall only be permitted pursuant to this clause (c) if (i) UNF
shall have delivered to the Administrative Agent and each Lender between two (2)
and five (5) Business Days prior to the date of such Distribution a statement,
certified by the principal financial or accounting officer of UNF, setting
forth, the nature, amount and recipients of the proposed Distribution and
setting forth, in reasonable detail, computations evidencing on a pro forma
basis (determined in a manner acceptable to the Administrative Agent) (A)
compliance with the financial covenants contained in Section 9.3 hereof,
immediately prior to and after giving effect to such proposed Distribution, and
(B) Availability immediately prior to and after giving effect to the proposed
Distribution in an amount equal to or in excess of 20% of the Borrowing Base,
and (ii) no Default or Event of Default shall exist before or after giving
effect to the proposed Distribution.

       

      3.10.Amendment
to Subsection 12.10.2


      
        
           


        

        
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      The word
“and” is deleted from the end of clause (iv) of subsection 12.10.2, the period
at the end clause (v) is deleted and “; and” substituted therefor and the
following clause (vi) is added after clause (v) of subsection
12.10.2:

       

      (vi)           notwithstanding
the foregoing provisions of this subsection 12.10.2, (a) the
execution of the Fourth Amendment Agreement shall constitute the consent of the
Borrowers and the Administrative Agent to assignments of Revolving Credit
Commitments to (x) Persons that are designated as “New Lenders” in such Fourth
Amendment Agreement becoming Lenders and (y) certain of the Persons that are
designated as “Existing Lenders” in such Fourth Amendment Agreement, in each
case to the extent that the aggregate of the amounts of Revolving Credit
Commitments of each Lender listed on Schedule 1 attached to the
Fourth Amendment Agreement include such assignments (and the execution of such
Fourth Amendment Agreement shall also constitute such consent of UNF and the
Administrative Agent, in accordance with clause (ii) of this subsection, to the
amounts being assigned), (b) the master assignment agreement referred to in
clause (g) of Section 6 of the Fourth Amendment Agreement shall be executed with
respect to the assignments referred to in clause (a) of this clause (vi) rather
than the Assignment and Assumption Agreements and Notices of Assignment referred
to in clause (iii) of this subsection, and (c) the fee referred to in clause (v)
of this subsection shall not be payable with respect to the assignments referred
to in clause (a) of this clause (vi).

       

      3.11.                      Amendment
of Section 13.8

       

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

       

      13.8  Notice.  Except
as otherwise provided herein, all notices, requests and demands to or upon a
party hereto, to be effective, shall be in writing and shall be sent by
certified or registered mail, return receipt requested, by personal delivery
against receipt, by overnight courier or by facsimile and, unless otherwise
expressly provided herein, shall be deemed to have been validly served, given or
delivered immediately when delivered against receipt, one (1) Business Day after
being sent by overnight courier, three (3) Business Days after deposit in the
mail, postage prepaid, or, in the case of facsimile notice, when sent (except
that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day
for the recipient) or, in the case of electronic notice delivery as provided
below in this Section
13.8 below, addressed as follows:

       

      


      
        	
                If
      to Agent:

              	
                Bank
      of America, N.A.

              
	 
      	
                200
      Glastonbury Boulevard

              
	 
      	
                Glastonbury,
      CT  06033

              
	 
      	
                Attention:
      Edgar Ezerins

              
	 
      	
                Electronic
      Mail Address:

              
	 
      	
                edgar.ezerins@bankofamerica.com

              
	 
      	
                Facsimile
      No.: (860) 368-6029

              


      

       

      



      
        
           


        

        
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                With
      a copy to:

              	
                Bingham
      McCutchen LLP

              
	 
      	
                One
      State Street

              
	 
      	
                Hartford,
      CT  06103

              
	 
      	
                Attention:
      Daniel I. Papermaster, Esq.

              
	 
      	
                Electronic
      Mail Address: daniel.papermaster@bingham.com

              
	 
      	
                Facsimile
      No.: (860) 240-2521

              
	 
      	 
      
	
                If
      to Borrowers:

              	
                United
      Natural Foods, Inc.

              
	 
      	
                260
      Lake Road

              
	 
      	
                Dayville,
      CT 06241

              
	 
      	
                Attention:
      Mark Shamber, Vice President,

                Chief
      Financial Officer and Treasurer

              
	 
      	
                Electronic
      Mail Address: mshamber@unfi.com

              
	 
      	
                Facsimile
      No.: (860) 779-5678

              
	 
      	 
      
	
                With
      a copy to:

              	
                Cameron
      & Mittleman

              
	 
      	
                56
      Exchange Terrace

              
	 
      	
                Providence,
      RI  02903

              
	 
      	
                Attention:
      Joseph A. Anesta, Esq.

              
	 
      	
                Electronic
      Mail Address: janesta@cm-law.com

              
	 
      	
                Facsimile
      No.: (401) 331-5787

              
	 
      	 
      
	
                If
      to any Lender:

              	
                To
      the address set forth on Schedule 1 hereto, or on the Notice of Assignment
      executed by such Lender, whichever is
  applicable,

              


      

      


      or to
such other address as each party may designate for itself by notice given in
accordance with this Section
13.8; provided, however, that any
notice, request or demand to or upon Agent pursuant to subsection 3.1.1, 3.2.5 or 5.2.2 hereof shall not be
effective until received by Agent.

       

       

      Notices
and other communications to the Lenders and any issuer of Letters of Credit
hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the
Agent, provided
that the foregoing shall not apply to notices to any Lender or the issuer of
Letters of Credit pursuant to Section 1 and Section 3 if such Lender or
such issuer, as applicable, has notified the Agent that it is incapable of
receiving notices under such Section by electronic communication.  The
Agent or the Borrowers may, in their discretion, agree to accept notices and
other communications to them hereunder by electronic communications pursuant to
procedures approved by them, provided that
approval of such procedures may be limited to particular notices or
communications.

       

      Unless
the Agent otherwise prescribes, (i) notices and other communications sent
to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the
recipient,


      
        
           


        

        
          -10-

           


        

        
           


        

      


       

      and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

       

      3.12.                      Addition
of Schedule
1.

       

      Schedule
1 attached to this Agreement is hereby added to the Loan Agreement as Schedule 1
thereto.

       

      3.13.                      Amended
Exhibits.

       

      Exhibits
A, B, C, D, E, F, G, H, I, J, K, N, O, Q, S and V to the Loan Agreement are
hereby amended and restated as set forth on Exhibits A, B, C, D, E, F, G, H, I,
J, K, N, O, Q, S and V, respectively, attached to this Agreement.

       

      3.14.                      Agent
Titles.

       

      All
references in the Loan Agreement and the other Loan Documents to Citizens Bank
of Massachusetts as Syndication Agent and to U.S. Bank National Association as
Documentation Agent are hereby deleted and replaced with the
following:  (a) RBS Citizens, National Association (as successor by
merger with Citizens Bank of Massachusetts) as Co-Syndication Agent, (b) U.S.
Bank National Association as Co-Syndication Agent, (c) BMO Capital Markets
Financing, Inc. as Co-Documentation Agent and (d) Royal Bank of Canada as
Co-Documentation Agent.  All references to the Syndication Agent
and/or the Documentation Agent in the Loan Agreement and the other Loan
Documents shall hereafter be deemed to be references to the Co-Syndication
Agents and the Co-Documentation Agents, or either of them, as
applicable.  The last sentence of Section 12.1.4 is hereby amended and
restated in its entirety to read as follows:

       

      The
designation of a Lender as a “Co-Documentation Agent” or a “Co-Syndication
Agent” shall have no substantive effect, and such Lenders shall have no
additional powers, duties or responsibilities as a result thereof.

       

      §4.           Ratification,
etc.  All of the obligations and liabilities to the Lenders and
the Administrative Agent as evidenced by or otherwise arising under the Loan
Agreement, the Notes 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
Loan Agreement shall hereafter be read and construed together as a single
document, and all references in the Loan Agreement or any related agreement or
instrument to the Loan Agreement shall hereafter refer to the Loan Agreement as
amended by this Agreement.

       

      §5.           Waivers.  Subject
to the satisfaction of the conditions set forth herein, the Lenders waive those
Events of Default that have occurred under the Loan Agreement as a result of the
Borrowers’ failure on or before the date hereof to comply with those sections of
the Loan


      
        
           


        

        
          -11-

           


        

        
           


        

      


       

      Agreement
set forth on Schedule 2 attached
hereto.  The waivers set forth in this Section 5 shall be effective
only for those Events of Default contained in the Loan Agreement as specified in
Schedule 2 which occurred on
or before the date hereof and such waiver shall not entitle the Borrowers to any
future waiver in similar or other circumstances.  Without limiting the
foregoing, upon the occurrence and during the continuation of an Event of
Default not set forth in Schedule 2, subject to the
provisions of the Loan Agreement, the Lenders shall be free in their sole and
absolute discretion to accelerate the payment in full of the Obligations, and
may, if the Lenders so elect, proceed to enforce any or all of their rights
under or in respect of the Loan Agreement and the other Loan Documents and
applicable law. Except as otherwise expressly provided for herein, nothing in
this Agreement shall extend to or affect in any way the Borrowers’ obligations
or the Lenders’ rights and remedies arising under the Loan Agreement or the
other Loan Documents, and no Lender shall be deemed to have waived any or all of
its remedies with respect to any Event of Default (other than the Events of
Default described on Schedule 2 attached hereto,
and then only to the extent set forth therein) or event or condition which, with
notice or the lapse of time, or both would become an Event of Default and which
upon the Borrowers’ execution and delivery of this Agreement might otherwise
exist or which might hereafter occur.

       

      §6.           Conditions
to Effectiveness.  The effectiveness of the amendments set
forth in Section 3 of this Agreement and the waivers set forth in Section 5 of
this Agreement are subject to the prior satisfaction, on or before November 27,
2007, of the following conditions precedent (the date of such satisfaction
herein referred to as the “Fourth 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 Event of Default or event or
circumstance which, with the giving of notice and/or the lapse of time would
result in an Event of Default.

       

      (c)           Corporate or Limited
Liability Company Action.  The Administrative Agent shall have
received evidence reasonably satisfactory to the Administrative Agent 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, the Administrative Agent and the
Lenders 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.

       

      (e)           Amendment of Intercreditor
Agreement.  The Intercreditor Agreement dated as of April 30,
2004 between Bank of America, N.A., as Administrative Agent for the Lenders
under the Loan Agreement, and the holders of the Term Loan made pursuant to the
Term Loan Agreement shall have been amended in such manner as may be deemed by
the Administrative Agent to be necessary or appropriate in connection with the
amendments set forth herein, provided that such
amendment shall not amend the Intercreditor Agreement in a manner adverse to the
interests of the Lenders without the consent of the Required
Lenders.


      
        
           


        

        
          -12-

           


        

        
           


        

      


       

      (f)           Guarantor
Reaffirmation.  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
Agent.

       

      (g)           Assignments of
Loans.  The Lenders shall have entered into a master assignment
agreement, in form and substance acceptable to each of the Lenders, pursuant to
which those Existing Lenders whose Revolving Credit Commitment Percentage are
being reduced by the increases in the Revolving Credit Commitment Percentages of
the other Existing Lenders and by the making of Revolving Credit Commitments by
the New Lenders will assign to the other Existing Lenders and the New Lenders
such amount of their Revolving Credit Loans as will result in each Lender
holding an amount of Revolving Credit Loans that represents such Lender’s
Revolving Credit Commitment Percentage of all outstanding Revolving Credit
Loans, and each New Lender shall have executed and delivered to the
Administrative Agent such documents as are customarily required by the
Administrative Agent to be executed or delivered by Persons who become Lenders
under the Loan Agreement.

       

      (h)           Payment of
Expenses.  The Borrowers shall have paid to the Administrative
Agent all amounts payable to the Administrative Agent under Section 7
hereof.

       

      (i)           Organic Brands Subordination
Agreement.  UNF, the Agent and Organic Brands, LLC shall have
entered into a Subordination Agreement with respect to that certain Promissory
Note dated March 30, 2007 executed by UNF in favor of Organic Brands, LLC, such
Subordination Agreement to be in form and substance satisfactory to the
Agent.

       

      (j)           Amendment of Term Loan
Agreement.  The Term Loan Agreement shall have been amended by
an amendment in form and substance satisfactory to the Lenders.

       

      (k)           Payment of Arranger
Fee.  The Borrowers shall have paid to Bank of America, N.A.,
in its capacity as Arranger, an arrangement fee in the amount provided for in
the fee letter dated November 27, 2007 between Bank of America, N.A. and the
Borrowers.

       

      §7.           Expenses,
Etc.  Without limitation of the amounts payable by the
Borrowers under the Loan Agreement and other Loan Documents, the Borrowers shall
pay to the Administrative Agent 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 Administrative Agent in
connection with the preparation, negotiation and execution of this Agreement and
the matters related thereto.

       

      §8.           Time is
of the Essence; No Waivers by Lenders.  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 Lenders’ and Administrative Agent’s rights and remedies arising under the
Loan Agreement or the other Loan Documents.


      
        
           


        

        
          -13-

           


        

        
           


        

      


       

      §9.           Fourth
Amendment Closing Fees.  In consideration
of the agreement by the Lenders to the provisions of this Agreement, the
Borrowers shall pay to the Administrative Agent on the Fourth Amendment
Effective Date, in addition to the other fees payable under this Agreement, the
fee letter referred to in Section 6(k) hereof, and the Loan Agreement, the
following amounts (clauses (a) and (b) below collectively, the “Fourth Amendment Closing
Fees”):

       

      (a)           The
Borrowers shall pay to the Administrative Agent for the account of each Existing
Lender (i) a fee in the amount of the product of (A) the Revolving Credit
Commitment as in effect prior to the increase on the Fourth Amendment Effective
Date multiplied by (B) 0.125%, and (ii) a fee in the amount of the product of
(A) the amount by which the Revolving Credit Commitment of such Existing Lender
increased on the Fourth Amendment Effective Date multiplied by (B)
0.25%.

       

      (b)           The
Borrowers shall pay to the Administrative Agent for the account of each New
Lender a fee in the amount of the product of (i) the Revolving Credit Commitment
of such New Lender on the Fourth Amendment Effective Date multiplied by (ii)
0.25%.

       

      §10.           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).

       

      §11.           Effective
Date. The
amendments set forth in Section 3 hereof shall become effective among the
parties hereto as of the Fourth Amendment Effective Date.  Until the
Fourth Amendment Effective Date, the terms of the 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, the Administrative Agent and
the Lenders have executed and delivered this Agreement.

       

      §12.           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 Loan
Agreement or any Loan Document, except for any such contemporaneous agreement
that has been set forth in writing and executed by the Borrowers, the
Administrative Agent and the Required Lenders.  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]


      
        
           


        

        
          -14-

           


        

        
           


        

      


       

      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
Shamber

      Title:        Vice
President, CFO and Treasurer

       

      UNITED
NATURAL FOODS WEST, INC.

       

      By:           /s/ Mark E.
Shamber                                                      

      Name:      Mark
Shamber

      Title:        Vice
President, Secretary and Treasurer

       

      UNITED
NATURAL TRADING CO.

      
         

        By:           /s/ Mark E.
Shamber                                                      

        Name:      Mark
Shamber

        Title:        Vice
President, Secretary and Treasurer

         

      

      DISTRIBUTION
HOLDINGS, INC.

      
         

        By:           /s/ Mark E.
Shamber      

        Name:      Mark
Shamber

        Title:        Vice
President, Secretary and Treasurer

         

      

      SPRINGFIELD
DEVELOPMENT, LLC

      
         

        By:           /s/ Mark E.
Shamber                                                      

        Name:      Mark
Shamber

        Title:        Vice
President, Secretary and Treasurer

      

       

      MILLBROOK
DISTRIBUTION
SERVICES
INC.

      
         

        By:           /s/ Mark E.
Shamber                                                      

        Name:      Mark
Shamber

        Title:        Vice
President, Secretary and Treasurer



      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods, Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


       

      ADMINISTRATIVE
AGENT:

       

      BANK
OF AMERICA, N.A.,

      


      


      By:        /s/ Edgar
Ezerins                                                      

      Name:   Edgar
Ezerins

      Title:     Senior
Vice President

       

      LENDERS:

       

      BANK
OF AMERICA, N.A.,

       

      By:        /s/ Edgar
Ezerins                                                      

      Name:   Edgar
Ezerins

      Title:    
Senior Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      RBS
CITIZENS, NATIONAL ASSOCIATION, 
(as successor by merger with Citizens Bank
of 
Massachusetts) individually and as Co-Syndication 
Agent

       

      By:        /s/ Peter
Coates                                           

      Name:   Peter
Coates

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      U.S.
BANK NATIONAL ASSOCIATION, 
individually and as Co-Syndication
Agent

       

      By:        /s/ Mark A.
Reinert                                                      

      Name:   Mark
Reinert

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      PNC
BANK, NATIONAL ASSOCIATION

       

      By:       /s/ Brian
Conway                                                      

      Name:  Brian
Conway

      Title:    Vice
President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      FIRST
PIONEER FARM CREDIT, ACA

       

      By:        /s/ Thomas W.
Cosgrove                                                                

      Name:   Thomas
W. Cosgrove

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      WEBSTER
BANK, NATIONAL ASSOCIATION

      (f/k/a
Webster Bank)

       

      By:        /s/ John H.
Frost                                                      

      Name:   John
H. Frost

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      ISRAEL
DISCOUNT BANK OF NEW YORK

       

      By:        /s/ George
Ahlmeyer                                                      

      Name:   George
Ahlmeyer

      Title:    
Senior Vice President

       

      By:        /s/ Marc
Merritt                                                      

      Name:   Mark
Merritt

      Title:    
First Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      ROYAL
BANK OF CANADA, individually and as 
Co-Documentation Agent

       

      By:         /s/ Gordon
MacArthur                                                                

      Name:   Gordon
MacArthur

      Title:    
Authorized Signatory

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      BMO
CAPITAL
MARKETS FINANCING, INC., 
individually and as Co-Documentation
Agent

       

      By:        /s/ Graeme
Robertson                                                                

      Name:   Graeme
Robertson

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      COOPERATIEVE
CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,

      “RABOBANK
NEDERLAND”, NEW YORK BRANCH

       

      By:        /s/ Claire
Laury                                                      

      Name:   Claire
Laury

      Title:    
Vice President

       

      By:        /s/ Rebecca O.
Morrow                                                                

      Name:   Rebecca
O. Morrow

      Title:    
Executive Director

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      JPMORGAN
CHASE BANK, N.A.

       

      By:        /s/ Joseph A
Lisack                                                      

      Name:   Joseph
A Lisack

      Title:    
Vice President

      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


       

      CREDIT
SUISSE, CAYMAN ISLANDS BRANCH

       

      By:        /s/ Doreen
Barr                                           

      Name:   Doreen
Barr

      Title:    
Vice President

       

      By:        /s/ Christopher Reo
Day                                                                

      Name:   Christopher
Reo Day

      Title:    
Associate

      


      


      


      


      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      



      
        
           


        

        
           


           


        

        
           


        

      


      


       

      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
Shamber

      Title:    
Vice President, Secretary and Treasurer

       

      


      ALBERT’S
ORGANICS, INC.

       

      By:        /s/ Mark E.
Shamber                                                      

      Name:   Mark
Shamber

      Title:    
Vice President, Secretary and Treasurer

       

      


       

      


       

      


       

      [Signature
Page to Fourth Amendment Agreement - United Natural Foods Inc., et
al]

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
1

       

      Revolving Credit
Commitments

       

      


      
        	
                Lender
      Names and

                Addresses
      for Notices

              	
                Revolving
      Credit 
Commitment

              	
                Revolving
      Credit 
Commitment Percentage

              
	
                 

                Bank
      of America, N.A.

                 

                200
      Glastonbury Boulevard

                Glastonbury,
      CT  06033

                Attn:  Edgar
      Ezerins

                Phone:      860-368-6024

                Fax:           860-368-6029

                Email:       edgar.ezerins@bankofamerica.com

              	
                 

                $83,000,000

              	
                 

                20.75%

              
	
                 

                RBS
      Citizens, National Association (as successor by merger with Bank of
      Massachusetts)

                 

                53
      State Street, 14th Floor

                Boston,
      MA  02109

                Attn:         Peter
      Coates

                Phone:      617-994-7250

                Email:       peter.coates@rbsbusinesscapital.com

              	
                 

                $43,000,000

              	
                 

                10.75%

              
	
                 

                U.S.
      Bank National Association

                950
      17th Street, Suite 300

                Denver,
      CO  80202

                Attn:         Mark
      Reinert

                Phone:      303-585-8904

                Email:        mark.reinert@usbank.com

              	
                 

                $46,000,000

              	
                 

                11.5%

              
	
                 

                Webster
      Bank, National Association (f/k/a Webster Bank)

                80
      Elm Street

                New
      Haven, CT  06510

                Attn:         Jack
      Frost

                Phone:      203-782-4544

                Fax:           203-782-4577

                Email:       jfrost@websterbank.com

              	
                 

                $18,000,000

              	
                 

                4.5%

              


      

       

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

       

      
        	
                Lender
      Names and

                Addresses
      for Notices

              	
                Revolving
      Credit 
Commitment

              	
                Revolving
      Credit 
Commitment Percentage

              


      

      
        	
                 

                PNC
      Bank, National Association

                70
      East 55th Street, 14th Floor

                New
      York, NY  10022

                Attn:         Brian
      Conway

                Phone:      212-303-0044

                Email:       brian.conway@pncbusinesscredit.com

              	
                 

                $32,000,000

              	
                 

                8.0%

              
	
                 

                First
      Pioneer Farm Credit, ACA

                174
      South Road

                Enfield,
      CT  06082

                Attn:         Tom
      Cosgrove

                Phone:      860-741-4380

                Fax:           860-741-4389

                Email:       tom.cosgrove@firstpioneer.com

              	
                 

                $43,000,000

              	
                 

                10.75%

              
	
                 

                Israel
      Discount Bank of New York

                511
      Fifth Avenue, 6th Floor

                New
      York, NY  10017

                Attn:         George
      Ahlmeyer

                Phone:      212-551-8227

                Fax:           212-551-8720

                Email:       gahlmeyer@IDBNY.com

              	
                 

                $20,000,000

              	
                 

                5.0%

              
	
                 

                Royal
      Bank of Canada

                New
      York Branch

                One
      Liberty Plaza, 3rd Floor

                New
      York, NY  10006-1404

                Attn:Manager,
      Loans Administration

                Fax:           212-428-2372

                 

                With
      a copy to:

                Attn:         Gordon
      C. MacArthur

                Phone:      212-428-2324

                Fax:           212-428-6459

                Email:       gordon.macarthur@rbccm.com

              	
                 

                $35,000,000

              	
                 

                8.75%

              
	
                 

                BMO
      Capital Markets Financing, Inc.

                111
      West Monroe Street, 20th Floor West

                Chicago,
      IL  60603

                Attn:         Graeme
      Robertson

                Phone:      312-461-2669

                Fax:           312-765-1030

                Email:       graeme.robertson@bmo.com

              	
                 

                $35,000,000

              	
                 

                8.75%

              


      

       

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

       

      
        	
                Lender
      Names and

                Addresses
      for Notices

              	
                Revolving
      Credit 
Commitment

              	
                Revolving
      Credit 
Commitment Percentage

              


      

      
        	
                 

                Cooperatieve
      Centrale Raiffeisen-Boerenleenbank B.A.,

                “Rabobank
      Nederland”, New York Branch

                245
      Park Ave.

                New
      York, NY 10167

                Attn:
      Corporate Services Dept.

                Phone:      201-499-5200

                Fax:           201-499-5326

                Email:       [not
      accepting e-mail notice]

              	
                 

                $10,000,000

              	
                 

                2.5%

              
	
                 

                JPMorgan
      Chase Bank, N.A.

                530
      5th Avenue, 8th Floor

                New
      York, NY  10036

                Attn:         Donna
      DiForio

                Phone:      212-837-3212

                Fax:           212-837-3301

                Email:       donna.diforio@chase.com

              	
                 

                $25,000,000

              	
                 

                6.25%

              
	
                 

                Credit
      Suisse, Cayman Islands Branch

                Eleven
      Madison Avenue

                New
      York, NY  10010

                Attn:         Doreen
      Barr

                Phone:      212-325-9914

                Fax:           212-743-2737

                Email:       doreen.barr@credit-suisse.com

              	
                 

                $10,000,000

              	
                 

                2.5%

              
	
                 

                Total

              	
                 

                $400,000,000

                 

              	
                 

                100.00%

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      Schedule
2

      


      Events of
Default

      


      1.  The
Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a
result of the Borrowers’ failure to comply with Section 9.2.1(e) and Section
9.2.6 of the Loan Agreement in respect of the Indebtedness incurred by UNF owing
to Organic Brands, LLC evidenced by that certain Promissory Note dated March 30,
2007 executed by UNF in favor of Organic Brands, LLC.

      


      2.  The
Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a
result of the Borrowers’ failure to comply with Section 9.2.3 and Section 9.2.5
of the Loan Agreement in respect of the Indebtedness incurred by Millbrook
Distribution Services Inc. owing to General Electric Company and the Lien in
respect thereof.

      


      3.  The
Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a
result of the Borrowers’ failure to comply with Section 9.2.5 of the Loan
Agreement in respect of the Lien incurred by Albert’s Organics, Inc. in favor of
City National Bank.

      


      4.  The
Events of Default that occurred under Section 11.1.18 of the Loan Agreement as a
result of the events of default that occurred under the Term Loan Agreement as a
result of the events described in 2 and 3 above.


      
        
           


        

        
           


           


        

        
           


        

      


      Exhibit
A

      


      Amended and Restated Exhibit
A

    

     

     

     

    

      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
A

       

      FORM
OF

       

      AMENDED
AND RESTATED REVOLVING CREDIT NOTE

       

      
      

       

      
        	 $[AMOUNT] 	
                   November
      27, 2007
Hartford, Connecticut

              


      

       

       

      FOR VALUE RECEIVED, the
undersigned, UNITED NATURAL
FOODS, INC., a Delaware corporation with its chief executive office and
principal place of business located at 260 Lake Road, Dayville, Connecticut
06241 (“UNF”), UNITED NATURAL FOODS WEST,
INC. (f/k/a Mountain
People's Warehouse Incorporated), a California corporation with its chief
executive office and principal place of business located at 1101 Sunset
Boulevard, Rocklin, California 95765 (“UNFW”), UNITED NATURAL TRADING
CO., a Delaware corporation with its chief executive office and principal
place of business located at 96 Executive Drive, Edison, New Jersey 08817 (“UNT”), DISTRIBUTION HOLDINGS, INC., a Delaware corporation with its
chief executive office and principal place of business located at 260 Lake Road,
Dayville, Connecticut 06241 (“Holdings”), SPRINGFIELD DEVELOPMENT, LLC
(f/k/a United Northeast
LLC), a Delaware limited
liability company with its chief executive office and principal place of
business located at 260 Lake Road, Dayville, Connecticut 06241 (“SDLLC”), and MILLBROOK DISTRIBUTION SERVICES
INC., a Delaware corporation
with its chief executive office and principal place of business located at 88
Huntoon Memorial Hwy, Leicester, Massachusetts 01524 (“Millbrook” together with UNF, UNFW, UNT,
Holdings and SDLLC, collectively, the “Borrowers”) jointly and
severally promise to pay to the order of [_______________] (“Lender”), at the office of
Agent, defined below, located at 200 Glastonbury Boulevard, Glastonbury,
Connecticut 06033, in lawful money of the United States of America and in
immediately available finds, the principal amount of [______________] Dollars
($[_______]) or such lesser sum as may constitute Lender's Pro Rata share of the
outstanding amount of all Revolving Credit Loans made pursuant to the Loan
Agreement referred to below, in accordance with the terms thereof.

       

      This
Amended and Restated Revolving Credit Note (the “Note”) is a Revolving Credit
Note referred to in, and is issued pursuant to, that certain Amended and
Restated Loan and Security Agreement among Borrowers, Bank of America, N.A. (as
successor to Fleet Capital Corporation) as administrative agent (“Agent”) for itself and the
lenders from time to time a party thereto (“Lenders”), and certain other
parties, dated April 30, 2004, as amended from time to time (hereinafter, as
amended from time to time, the “Loan Agreement”), and is entitled
to all of the benefits and security of the Loan Agreement. All of the terms,
covenants and conditions of the Loan Agreement and the Security Documents are
hereby made a part of this Note and are deemed incorporated herein in full. All
capitalized terms used herein, unless otherwise specifically defined in this
Note, shall have the meanings ascribed to them in the Loan
Agreement.

       

      This Note
amends and restates that certain Revolving Credit Note dated April 30, 2004 in
the original principal amount of $[__________] executed and delivered by the
Borrowers to the


      
        
           


        

        
           


           


        

        
           


        

      


      


      Lender
(the “Original Note”). This Note is executed and delivered in substitution for,
but not in satisfaction of, the Original Note.

       

      The rate
of interest in effect hereunder shall be calculated with reference to the Base
Rate or LIBOR, as applicable, as more specifically provided in the Loan
Agreement. The interest due shall be computed and shall be payable in the manner
provided in the Loan Agreement.

       

      Except as
otherwise expressly provided in the Loan Agreement, if any payment on this Note
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day, and with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. Notwithstanding the foregoing, if any portion of the
Revolving Credit Loans evidenced by this promissory note constitutes a LIBOR
Advance, and an extension of the maturity of any payment hereon would cause the
maturity thereof to occur during the next calendar month, then such payment
shall mature on the next preceding Business Day.

       

      This Note
shall be subject to mandatory prepayment in accordance with the provisions of
Section 3.3 of the Loan
Agreement. Borrowers may also terminate the Loan Agreement and, in connection
with such termination, prepay this Note in the manner provided in Section 5.2.2 of the Loan
Agreement.

       

      Upon the
occurrence and continuation of any one or more of the Events of Default
specified in the Loan Agreement which have not been cured by Borrowers or waived
by Agent, Agent may declare all Obligations evidenced hereby to be immediately
due and payable (except with respect to any Event of Default set forth in Subsection 11.1.10 of the Loan
Agreement, in which case all Obligations evidenced hereby shall automatically
become immediately due and payable without the necessity of any notice or other
demand) without presentment, demand, protest or any other action or obligation
of Agent or Lender.

       

      Time is
of the essence of this Note. Borrowers hereby waive presentment, demand, protest
and notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

       

      Wherever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or remaining provisions of this Note. No delay
or failure on the part of Agent or Lender in the exercise of any right or remedy
hereunder shall operate as a waiver thereof, nor as an acquiescence in any
default, nor shall any single or partial exercise by Agent or Lender of any
right or remedy preclude any other right or remedy. Subject to the terms of the
Loan Agreement, Agent, at its option, may enforce its rights against any
collateral securing this Note without enforcing its rights against Borrowers,
any guarantor of the indebtedness evidenced hereby or any other property or
indebtedness due or to become due to Borrowers. Borrowers agree that, without
releasing or impairing Borrowers' liability hereunder, Agent may at any time
release, surrender, substitute or exchange any collateral securing this Note and
may at any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.


      
        
           


        

        
           


           


        

        
           


        

      


       

      The
validity, interpretation and enforcement of this promissory note shall be
governed by the internal laws of the State of Connecticut without giving effect
to the conflict of laws principles thereof.

       

      


       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                UNITED
      NATURAL FOODS, INC.

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	
                UNITED
      NATURAL FOODS WEST,

              
	
                INC.

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                UNITED
      NATURAL TRADING CO.

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                DISTRIBUTION
      HOLDINGS, INC.

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                SPRINGFIELD
      DEVELOPMENT, LLC

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                MILLBROOK
      DISTRIBUTION

              
	
                SERVICES
      INC.

              
	 
      
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              


      

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      Exhibit
B

       

      Amended and Restated Exhibit
B

      


      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
B

       

      FORM
OF

       

      AMENDED AND RESTATED SWINGLINE
NOTE

       

      
        	 $[AMOUNT] 	
                   November
      __, 2007
Hartford, Connecticut

              


      

       

      FOR VALUE RECEIVED, the
undersigned, UNITED NATURAL
FOODS, INC., a Delaware
corporation with its chief executive office and principal place of business
located at 260 Lake Road, Dayville, Connecticut 06241 (“UNF”), UNITED NATURAL FOODS WEST, INC.
(f/k/a Mountain People's Warehouse Incorporated), a California
corporation with its chief executive office and principal place of business
located at 1101 Sunset Boulevard, Rochlin, California 95765 (“UNFW”), UNITED NATURAL TRADING CO., a Delaware corporation with its chief
executive office and principal place of business located at 96 Executive Drive,
Edison, New Jersey 08817 (“UNT”), DISTRIBUTION HOLDINGS,
INC., a Delaware corporation with
its chief executive office and principal place of business located at 260 Lake
Road, Dayville, Connecticut 06241 (“Holdings”), SPRINGFIELD DEVELOPMENT, LLC (f/k/a
United Northeast LLC), a Delaware limited liability company with its
chief executive office and principal place of business located at 260 Lake Road,
Dayville, Connecticut 06241 (“SDLLC”), and MILLBROOK DISTRIBUTION SERVICES
INC., a Delaware corporation with
its chief executive office and principal place of business located at 88 Huntoon
Memorial Hwy, Leicester, Massachusetts 01524 (“Millbrook” together with UNF,
UNFW, UNT, Holdings and SDLLC, collectively, the “Borrowers”) jointly and
severally promise to pay to the order of [__________] (“Lender”), at the office of
Agent, defined below, located at 200 Glastonbury Boulevard, Glastonbury,
Connecticut 06033, in lawful money of the United States of America and in
immediately available funds, the principal amount of [__________] Dollars
($[_______]) or such lesser sum as may constitute the outstanding amount of all
SwingLine Loans made pursuant to the Loan Agreement referred to below, in
accordance with the terms thereof.

       

      This
SwingLine Note (the “Note”) is the SwingLine Note
referred to in, and is issued pursuant to, that certain Amended and Restated
Loan and Security Agreement among Borrowers, Bank of America, N.A. (as successor
to Fleet Capital Corporation) as administrative agent (“Agent”) for itself and the
lenders from time to time a party thereto (“Lenders”), and certain other
parties, dated April 30, 2004, as amended from time to time (hereinafter, as
amended from time to time, the “Loan Agreement”), and is
entitled to all of the benefits and security of the Loan Agreement. All of the
terms, covenants and conditions of the Loan Agreement and the Security Documents
are hereby made a part of this Note and are deemed incorporated herein in full.
All capitalized terms used herein, unless otherwise specifically defined in this
Note, shall have the meanings ascribed to them in the Loan
Agreement.

       

      This Note
amends and restates that certain Swingline Note dated April 30, 2004 in the
original principal amount of $17,500,000 executed and delivered by the Borrowers
to the Lender (the “Original Note”). This Note is executed and delivered in
substitution for, but not in satisfaction of, the Original Note.

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      


       

      The rate
of interest in effect hereunder shall be calculated with reference to the Base
Rate, as more specifically provided in the Loan Agreement. The interest due
shall be computed and shall be payable in the manner provided in the Loan
Agreement.

       

      Except as
otherwise expressly provided in the Loan Agreement, if any payment on this Note
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day, and with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension.

       

      This Note
shall be subject to mandatory prepayment in accordance with the provisions of
Section 3.3 of the Loan
Agreement. Borrowers may also terminate the Loan Agreement and, in connection
with such termination, prepay this Note in the manner provided in Section 5.2.2 of the Loan
Agreement.

       

      Upon the
occurrence and continuation of any one or more of the Events of Default
specified in the Loan Agreement which have not been cured by Borrowers or waived
by Agent, Agent may declare all Obligations evidenced hereby to be immediately
due and payable (except with respect to any Event of Default set forth in subsection 11.1.10 of the Loan
Agreement, in which case all Obligations evidenced hereby shall automatically
become immediately due and payable without the necessity of any notice or other
demand) without presentment, demand, protest or any other action or obligation
of Agent or Lender.

       

      Time is
of the essence of this Note. Borrowers hereby waive presentment, demand, protest
and notice of any kind. No failure to exercise, and no delay in exercising, any
rights hereunder on the part of the holder hereof shall operate as a waiver of
such rights.

       

      Wherever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or remaining provisions of this Note. No delay
or failure on the part of Agent or Lender in the exercise of any right or remedy
hereunder shall operate as a waiver thereof, nor as an acquiescence in any
default, nor shall any single or partial exercise by Agent or Lender of any
right or remedy preclude any other right or remedy. Subject to the terms of the
Loan Agreement, Agent, at its option, may enforce its rights against any
collateral securing this Note without enforcing its rights against Borrowers,
any guarantor of the indebtedness evidenced hereby or any other property or
indebtedness due or to become due to Borrowers. Borrowers agree that, without
releasing or impairing Borrowers' liability hereunder, Agent may at any time
release, surrender, substitute or exchange any collateral securing this Note and
may at any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.

       

      The
validity, interpretation and enforcement of this promissory note shall be
governed by the internal laws of the State of Connecticut without giving effect
to the conflict of laws principles thereof.


      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                UNITED
      NATURAL FOODS, INC.

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	
                UNITED
      NATURAL FOODS WEST,

              
	
                INC.

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                UNITED
      NATURAL TRADING CO.

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                DISTRIBUTION
      HOLDINGS, INC.

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              
	 
      
	 
      
	
                SPRINGFIELD
      DEVELOPMENT, LLC

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                MILLBROOK
      DISTRIBUTION

              
	
                SERVICES
      INC.

              
	 
      
	 
      
	
                By:______________________

              
	
                Name:

              
	
                Title:

              


      

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      Exhibit
C

       

      Amended and Restated Exhibit
C

      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
C

       

      Chief
Executive Offices and Registered Agents

      


      


      
        	
                Chief Executive
      Offices:

              	 
      
	 
      	 
      
	
                Borrowers:

              	 
      
	 
      	 
      
	
                United
      Natural Foods, Inc.

              	
                260
      Lake Road

              
	 
      	
                Dayville,
      CT 06241

              
	 
      	 
      
	
                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

              
	 
      	 
      
	
                Guarantors:

              	 
      
	 
      	 
      
	
                Natural
      Retail Group, Inc.

              	
                Seabreeze
      Shopping Plaza

              
	 
      	
                30555
      US Hwy 19N

              
	 
      	
                Palm
      Harbor, FL

              
	 
      	 
      
	
                Albert's
      Organics, Inc.

              	
                3268
      E. Vernon Ave

              
	 
      	
                Vernon,
      CA 90058

              
	 
      	 
      
	
                Registered
      Agents:

              	 
      
	 
      	 
      
	
                Borrowers:

              	 
      
	 
      	 
      
	
                United
      Natural Foods, Inc.:

              	
                The
      Corporation Trust Company

              
	 
      	
                Corporation
      Trust Center

              
	 
      	
                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

              
	
                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

              
	 
      
	
                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 1001 1

              
	 
      	 
      
	 
      	
                CT
      Corporation System

              
	 
      	
                251
      E. Ohio Street

              
	 
      	
                Suite
      1100

              
	 
      	
                Indianapolis,
      IN 46204

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                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

              
	 
      	 
      
	 
      	
                CT
      Corporation System

              
	 
      	
                123
      East Marcy

              
	 
      	
                Santa
      Fe, New Mexico 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

              
	 
      	 
      
	 
      	 
      
	
                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

              
	 
      	 
      
	 
      	
                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

              
	 
      	 
      
	 
      	 
      
	
                Guarantors:

              	 
      
	 
      	 
      
	
                Natural
      Retail Group, Inc.:

              	
                The
      Corporation Trust Company

              
	 
      	
                Corporation
      Trust Center

              
	 
      	
                Wilmington,
      DE 19801

              
	 
      	
                302-658-7581

              
	 
      	 
      
	 
      	
                CT
      Corporation System (being appointed)

              
	 
      	
                1200
      South Pine Island Road

              
	 
      	
                Plantation,
      FL 33324

              
	 
      	 
      
	 
      	
                CT
      Corporation System

              
	 
      	
                155
      Federal Street

              
	 
      	
                Suite
      700

              
	 
      	
                Boston,
      MA 02110

              
	 
      	 
      
	 
      	
                The
      Corporation Trust Incorporated

              
	 
      	
                300
      E. Lombard Street

              
	 
      	
                Baltimore,
      MD 21202

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      
        	
                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

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


       

    

    
      EXHIBIT
C

      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

              	
                Warehouse

              	
                3320
      E. Vernon Avenue

              	
                Vernon

              	
                CA

              	
                90058

              	
                32,770

              	
                Yes

              
	
                O

              	
                Albert's
      Organics

              	
                Office/Warehouse

              	
                200
      Eagle Court

              	
                Bridgeport

              	
                NJ

              	
                8014

              	
                37,000

              	
                Yes

              
	
                O

              	
                Millbrook

              	
                Office/Warehouse

              	
                401
      Highway 43 East

              	
                Harrison

              	
                AR

              	
                72601

              	
                1,200,000

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Office/Warehouse

              	
                260
      Lake Road

              	
                Dayville

              	
                CT

              	
                06241

              	
                352,900

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Office/Warehouse

              	
                300
      Lake Road

              	
                Dayville

              	
                CT

              	
                06241

              	
                90,200

              	
                No

              
	
                O

              	
                UNFI

              	
                Office/Warehouse

              	
                71
      Stow Drive

              	
                Chesterfield

              	
                NH

              	
                03443

              	
                319,000

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Warehouse

              	
                100
      Lincoln Street

              	
                New
      Oxford

              	
                PA

              	
                17350

              	
                271,200

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Warehouse

              	
                12745
      Earhart Avenue

              	
                Auburn

              	
                CA

              	
                95602

              	
                150,000

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Office/Warehouse

              	
                1101
      Sunset Blvd

              	
                Rocklin

              	
                CA

              	
                95765

              	
                487,000

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Warehouse

              	
                100
      Lake View Court

              	
                Atlanta

              	
                GA

              	
                30336

              	
                327,500

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Warehouse

              	
                2340
      Heinz Road

              	
                Iowa
      City

              	
                IA

              	
                52240

              	
                274,800

              	
                Yes

              
	
                O

              	
                UNFI

              	
                Warehouse

              	
                655
      Commerce Parkway

              	
                Greenwood

              	
                IN

              	
                46143

              	
                311,100

              	
                Yes

              
	
                O

              	
                UNFW

              	
                Warehouse

              	
                7909
      S. Union Parkway

              	
                Ridgefield

              	
                WA

              	
                98642

              	
                239,000

              	
                Yes

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                LEASED

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                L

              	
                Albert's
      Organics

              	
                Office

              	
                2450
      17th Ave Suite 250

              	
                Santa
      Cruz

              	
                CA

              	
                95062

              	
                3,859

              	
                No

              
	
                L

              	
                Albert's
      Organics

              	
                Warehouse

              	
                621
      Snively Avenue

              	
                Winter
      Haven

              	
                FL

              	
                33880

              	
                11,500

              	
                Yes

              
	
                L

              	
                Albert's
      Organics

              	
                Warehouse

              	
                5230
      Quincy Street

              	
                Mounds
      View

              	
                MN

              	
                55112

              	
                38,736

              	
                Yes

              
	
                L

              	
                Hershey

              	
                Office/Warehouse

              	
                96
      Executive Drive

              	
                Edison

              	
                NJ

              	
                08817

              	
                110,000

              	
                Yes

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                264
      Bryan Road

              	
                Dania
      Beach

              	
                FL

              	 
      	 
      	
                No

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      EXHIBIT
C

      BORROWERS
AND GUARANTORS

      BUSINESS
LOCATIONS

      


      
        	
                Leased

              	
                Entity

              	
                Use

              	
                Address

              	
                City

              	
                State

              	
                Zip

              	
                Sq.
      Ft.

              	
                Inventory

                in
      Excess

                of

                $100,000

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                6803
      Old Kings Road South

              	
                Jacksonville

              	
                FL

              	
                32217

              	 
      	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                6812
      Fountain Ave., E-17

              	
                Orlando

              	
                FL

              	
                32807

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                3010
      South Jim Redman Pkwy

              	
                Plant
      City

              	
                FL

              	
                33566

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                6751
      Macon Road

              	
                Columbus

              	
                GA

              	
                31907

              	
                750

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                Route
      161 East

              	
                Centralia

              	
                IL

              	
                62801

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                200
      South Moreland Rd.

              	
                Moro

              	
                IL

              	
                62067

              	
                80

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                2420
      E. Stop 11 Road

              	
                Indianapolis

              	
                IN

              	
                46227

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                Route
      44, Harding St.

              	
                Lakeville

              	
                MA

              	
                02347

              	 
      	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                1315
      W. Chestnut Expressway

              	
                Springfield

              	
                MO

              	 
      	
                1,500

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                6915
      S. 120th Street

              	
                La
      Vista

              	
                NE

              	
                68128

              	
                400

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                232
      N. Broadway

              	
                Salem

              	
                NH

              	
                03079

              	
                300

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                6509
      Transit Road

              	
                Bowmansville

              	
                NY

              	
                14026

              	
                75

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                493
      South Main Street

              	
                Canadaigua

              	
                NY

              	
                14424

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                Center
      St. & Genesee St.

              	
                Cuba

              	
                NY

              	 
      	 
      	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                3204
      Flovana Avenue

              	
                Jamestown

              	
                NY

              	 
      	
                25

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                4531
      22nd St., N.W.

              	
                Canton

              	
                OH

              	
                44708

              	
                300

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                802
      South Reynolds

              	
                Toledo

              	
                OH

              	
                43615

              	 
      	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                5837
      South Garnett

              	
                Tulsa

              	
                OK

              	
                74146

              	
                1,650

              	
                No

              
	
                L

              	
                Millbrook

              	
                MTM
      Storage

              	
                1301
      Prospect

              	
                Ponca
      City

              	
                OK

              	
                74601

              	
                200

              	
                No

              
	
                L

              	
                Millbrook

              	
                Office/Warehouse

              	
                88
      Huntoon Memorial Highway

              	
                Leicester

              	
                MA

              	
                01524

              	 
      	
                Yes

              
	
                L

              	
                Millbrook

              	
                Warehouse

              	
                1060
      Millbury Street

              	
                Worcester

              	
                MA

              	
                01607

              	
                241,304

              	
                No

              
	
                L

              	
                Millbrook

              	
                Warehouse

              	
                9318
      Florida Palm Drive

              	
                Tampa

              	
                FL

              	
                33619

              	
                64,000

              	
                Yes

              
	
                L

              	
                Millbrook

              	
                Warehouse

              	
                8
      Joanna Court

              	
                E.
      Brunswick

              	
                NJ

              	
                08816

              	
                177,600

              	
                Yes

              
	
                L

              	
                Millbrook

              	
                Retail
      Store

              	
                147
      Main Street

              	
                Leicester

              	
                MA

              	
                01524

              	 
      	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                6651
      Central Ave.

              	
                St.
      Petersburg

              	
                FL

              	
                33710

              	
                4,750

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                1930
      Stickney Point Rd

              	
                Sarasota

              	
                FL

              	
                34231

              	
                4,700

              	
                Yes

              
	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      


      EXHIBIT
C

      BORROWERS
AND GUARANTORS

      BUSINESS
LOCATIONS

      


      
        	
                Leased

              	
                Entity

              	
                Use

              	
                Address

              	
                City

              	
                State

              	
                Zip

              	
                Sq.
      Ft.

              	
                Inventory

                in
      Excess

                of

                $100,000

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                30555
      US Highway 19N

              	
                Palm
      Harbor

              	
                FL

              	
                34684

              	
                12,270

              	
                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

              	
                521
      NW 13 Blvd

              	
                Gainesville

              	
                FL

              	
                32601

              	
                4,600

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                1279
      Beneva Rd S.

              	
                Sarasota

              	
                FL

              	
                34232

              	
                8,260

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                1900-2000
      Tamiami Trail

              	
                Port
      Charlotte

              	
                FL

              	
                33948

              	
                9,600

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                1237
      NW 76th Blvd

              	
                Gainesville

              	
                FL

              	
                32606

              	
                4,750

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                1600
      Route 28

              	
                Centerville

              	
                MA

              	
                02632

              	
                3,000

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                108
      Marlboro Ave

              	
                Easton

              	
                MD

              	 
      	
                3,500

              	
                Yes

              
	
                L

              	
                NRG

              	
                Retail
      Store

              	
                700
      Reistertown

              	
                Baltimore

              	
                MD

              	 
      	
                4,000

              	
                Yes

              
	
                L

              	
                Select
      Nutrition

              	
                Office

              	
                60
      Charles Lindebergh Blvd

              	
                Uniondale

              	
                NY

              	
                11553

              	 
      	
                No

              
	
                L

              	
                Select
      Nutrition

              	
                Office

              	
                2722
      Commerce Way

              	
                Philadelphia

              	
                PA

              	
                19154

              	
                100,000

              	
                Yes

              
	
                L

              	
                UNFI

              	
                Office

              	
                190
      Main Street

              	
                Danielson

              	
                CT

              	
                06239

              	 
      	
                No

              
	
                L

              	
                UNFI

              	
                Office/Warehouse

              	
                6100
      MacIntosh Road

              	
                Sarasota

              	
                FL

              	
                34238

              	
                345,000

              	
                Yes

              
	
                L

              	
                UNFI

              	
                Office

              	
                25
      Mr. Arthur Drive

              	
                Chesterfield

              	
                NH

              	
                03443

              	
                4,000

              	
                No

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                13204
      Philadelphia St.

              	
                Fontana

              	
                CA

              	
                92337

              	
                220,200

              	
                Yes

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                930
      Rockefeller Ave., B

              	
                Ontario

              	
                CA

              	
                91761

              	 
      	
                Yes

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                2356
      Fleetwood Drive

              	
                Riverside

              	
                CA

              	
                92509

              	 
      	
                No

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                15965
      E. 32nd Ave.

              	
                Aurora

              	
                CO

              	
                80011

              	
                180,000;

              	
                Yes

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                15755
      East 32nd Avenue

              	
                Aurora

              	
                CO

              	
                80011

              	
                40,000

              	
                Yes

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                17900
      East 32nd Ave, Ste 30

              	
                Aurora

              	
                CO

              	
                80011

              	
                5,000

              	
                No

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                4201
      East 52nd Ave

              	
                Commerce
      City

              	
                CO

              	
                80022

              	
                15,000

              	
                No

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                22
      30th North East

              	
                Auburn

              	
                WA

              	
                98002

              	
                204,700

              	
                No

              
	
                L

              	
                UNFW

              	
                Warehouse

              	
                1303
      26th Street NW

              	
                Auburn

              	
                WA

              	
                98002

              	
                79,200

              	
                Yes

              
	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      

Exhibit
D

     

    Amended
and Restated Exhibit D

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      


      EXHIBIT
D

      BORROWERS
AND GUARANTORS

      FOREIGN
JURISDICTIONS

       

      
        
          	 
      	 
      	
                  Foreign

                	 
      	 
      
	
                  Company

                	 
      	
                  Qualifications

                	 
      	
                  Address

                
	 
      	 
      	 
      	 
      	 
      
	
                  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;
      WV-11/28/05; VT-12/2/05; SC-12/30/05;
      KY-1/3/06; MA-12/30/05;
      NH-12/30/05; NJ-12/30/05;
      NY-12/30/05

                	 
      	
                   8301 Torresdale Ave,
      Philadelphia, PA 19136 (Terminal); 4200 Shirley
      Drive, Atlanta, GA
      +30336; Old Troy Road, Lake City, FL 32055 (Terminal); 71
      Stow Drive, Chesterfield, NH 03443; 100
      Lincoln Street, New
      Oxford, PA 17350; Lake City, FL (Warehouse/Holding
      Facility)

                
	 
      	 
      	 
      	 
      	 
      
	
                  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

                	 
      	
                  22 30th Street NE, Suite 102,
      Auburn, WA 98002

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

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

                	 
      	
                  96
      Executive Drive, Edison, NJ 08817

                
	 
      	 
      	 
      	 
      	 
      
	
                  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/a United Northeast
    LLC)

                	 
      	
                  N/A

                	 
      	
                  90
      Technology Drive, Brattleboro, VT 05304

                
	 
      	 
      	 
      	 
      	 
      
	
                  GUARANTORS

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  Natural
      Retail Group, Inc.

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

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

                
	 
      	 
      	 
      	 
      	 
      
	
                  Albert’s
      Organics, Inc.

                	 
      	
                  PA-1/16190;
      NC-10/18/95; NJ-10/16/95; FL-10/13/95; DE-10/16/95; CO-11/6/01;
      MN-7/14/05

                	 
      	
                  200 Eagle Court, Bridgeport, NJ
      08014; 621 Snively
      Ave, Winter Haven, FL 33880; 15965 East 32nd Ave, Aurora, CO
      80011

                


        

        
 

      

      

        
          
             


          

          
             


             


          

          
             


          

        

Exhibit
E

    

     

    Amended
and Restated Exhibit E

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      


      EXHIBIT
E

      BORROWERS
AND GUARANTORS

      CAPITAL
STRUCTURE

      


      
        	 	 	 	 	
                #
      of Shares

              	 	 
	 
      	
                 
      Class of

              	
                 
      # of
      Shares

              	
                 
      # of Shares
      

              	
                Authorized
      But

              	
                Shareholder/ 
      

              	
                Percentage

              
	
                Company

              	
                Stock

              	
                 Authorized

              	
                Outstanding

              	
                Un-issued

              	
                Member

              	
                Owned

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                BORROWERS

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                United
      Natural Foods, Inc.

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                (Greater
      than 5% Ownership)

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                (As
      of 10/27/07)

              	
                Common

              	
                100,000,000

              	
                42,830,677*

              	
                57,169,323

              	
                FMR
      Corp.

              	
                11.45%

              
	 
      	 
      	 
      	 
      	 
      	
                ESOP
      Trust

              	
                6.44%

              
	 
      	 
      	 
      	 
      	 
      	
                Munder
      
Capital Mgmt.

              	
                5.71%

              
	 
      	
                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

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

              	
                Common

              	
                100,000

              	
                1 
      

              	
                99,999

              	
                UNFI

              	
                100%

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

              	
                Common

              	
                10,000

              	
                1,000

              	
                9,000

              	
                UNFI

              	
                100%

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

              	
                N/A

              	
                N/A

              	
                N/A

              	
                N/A

              	
                UNFI

              	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Distribution
      Holdings, Inc.

              	
                Common

              	
                10,000

              	
                100

              	
                9,900

              	
                UNFI

              	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Millbrook
      Distribution Services Inc.

              	
                Common

              	
                1,000

              	
                1,000

              	
                N/A

              	
                Distribution
      
Holdings, Inc.

              	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                GUARANTORS

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Natural
      Retail Group, Inc.

              	
                Common

              	
                10,000

              	
                1,000

              	
                9,000

              	
                UNFI

              	
                100%

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Albert’s
      Organics, Inc.

              	
                Voting

              	
                99,500

              	
                579.36

              	
                98,920.64

              	
                UNFI

              	
                100%

              
	 
      	
                Non-Voting

              	
                500

              	 
      	
                500.00

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                *
      As of October 27, 2007

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      



    
      Exhibit
F

      


      Amended and Restated Exhibit
F

    

     

     

    
      

        
          
             


          

          
             


             


          

          
             


          

        


        EXHIBIT
F

         

        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.

                	
                  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.

         

        
          	
                  3.

                	
                  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.

                


        


        
          
             


          

          
             


             


          

          
             


          

        


        


        
          	
                  4.

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

                


        

        


        Guarantors

         

        
          	
                  1.

                	
                  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

        


        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, lnc., a Florida corporation;

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

        


        
          	
                  2.

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

                


        


        
          
             


          

          
             


             


          

          
             


          

        


        


        
          	
                  State ID
      #s:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  BORROWERS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  United
      Natural Foods, Inc.

                	
                  Delaware

                	
                  2377138

                	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  United
      Natural Foods West, Inc.

                	
                  California

                	
                  C1657486

                	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  United
      Natural Trading Co. d/b/a

                	 
      	
                  2852049

                	 
      
	
                  Hershey
      Imports Co., Inc. (NJ)

                	
                  Delaware

                	 
      	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  Distribution
      Holdings, Inc.

                	
                  Delaware

                	
                  4230723

                	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  United
      Northeast LLC

                	
                  Delaware

                	
                  3579704

                	
                  Limited
      Liability Company

                
	 
      	 
      	 
      	 
      
	
                  Millbrook
      Distribution Services Inc.

                	
                  Delaware

                	
                  2882792

                	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  GUARANTORS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Natural
      Retail Group, Inc.

                	
                  Delaware

                	
                  2345969

                	
                  Corporation

                
	 
      	 
      	 
      	 
      
	
                  Albert's
      Organics, Inc.

                	
                  California

                	
                  C1326751

                	
                  Corporation

                


        

        


        



        
          
             


          

          
             


             


          

          
             


          

        


        Exhibit
F

        


        Amended and Restated Exhibit
F

      

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

       

    

     

    
      Exhibits
F H

      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

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  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

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  GUARANTORS

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Natural
      Retail Group, Inc.

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

                	
                  United
      Natural Foods, Inc.

                	
                  Delaware

                	
                  8/2/1993

                	
                  06-1383344

                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Albert’s
      Organics, Inc.

                	
                  3268
      E. Vernon Ave, Vernon, CA 90058

                	
                  United
      Natural Foods, Inc.

                	
                  California

                	
                  12/19/1984

                	
                  95-3934152

                


        

      

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

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

    

     

    
      Exhibit
G

      


      Amended and Restated Exhibit
G

    

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      


      EXHIBIT
G

      


      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.

      


      
        
          
          

        

        
          
          

        

        
          
          

        

      

    

     

    
      Exhibit
H

      


      Amended and Restated Exhibit
H

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      
        Exhibits
F H

        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

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      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

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      GUARANTORS

                    	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Natural
      Retail Group, Inc.

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

                    	
                      United
      Natural Foods, Inc.

                    	
                      Delaware

                    	
                      8/2/1993

                    	
                      06-1383344

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Albert’s
      Organics, Inc.

                    	
                      3268
      E. Vernon Ave, Vernon, CA 90058

                    	
                      United
      Natural Foods, Inc.

                    	
                      California

                    	
                      12/19/1984

                    	
                      95-3934152

                    


            

          

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

        

        


        
          
            
            

          

          
            
            

            
            

          

          
            
            

          

        

      

       

       

      
        Exhibit
I

        


        Amended and Restated Exhibit
I

      

       

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

    

     

    

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      
         

        

         

        
          
            
            

          

          
            
            

            
            

          

          
            
            

          

        

        
           

          

          
            
              
              

            

            
              
              

              
              

            

            
              
              

            

          

          
             

            

            
              
                
                

              

              
                
                

                
                

              

              
                
                

              

            

            
               

              

              
                
                  
                  

                

                
                  
                  

                  
                  

                

                
                  
                  

                

              

              
                 

                

                
                  
                    
                    

                  

                  
                    
                    

                    
                    

                  

                  
                    
                    

                  

                

                
                   

                  

                  
                    
                      
                      

                    

                    
                      
                      

                      
                      

                    

                    
                      
                      

                    

                  

                  
                     

                    

                    
                      
                        
                        

                      

                      
                        
                        

                        
                        

                      

                      
                        
                        

                      

                    

                    
                       

                      

                      
                        
                          
                          

                        

                        
                          
                          

                          
                          

                        

                        
                          
                          

                        

                      

                      
                         

                        

                        
                          
                            
                            

                          

                          
                            
                            

                            
                            

                          

                          
                            
                            

                          

                        

                        
                           

                          

                          
                            
                              
                              

                            

                            
                              
                              

                              
                              

                            

                            
                              
                              

                            

                          

                          
                             

                            

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                

                              

                              
                                
                                

                              

                            

                            
                               

                              

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                  

                                

                                
                                  
                                  

                                

                              

                              
                                 

                                

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                    

                                  

                                  
                                    
                                    

                                  

                                

                                
                                   

                                  

                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                      

                                      
                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                  
                                     

                                    

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                        

                                      

                                      
                                        
                                        

                                      

                                    

                                    
                                       

                                      

                                      
                                        
                                          
                                          

                                        

                                        
                                          
                                          

                                          
                                          

                                        

                                        
                                          
                                          

                                        

                                      

                                      
                                         

                                        

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                           

                                          

                                          
                                            
                                              
                                              

                                            

                                            
                                              
                                              

                                              
                                              

                                            

                                            
                                              
                                              

                                            

                                          

                                          
                                             

                                            Schedule
3.17

                                            

                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                

                                                
                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                            
                                               

                                              

                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                              
                                                 

                                                

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                                
                                                   

                                                  

                                                  
                                                    
                                                      
                                                      

                                                    

                                                    
                                                      
                                                      

                                                      
                                                      

                                                    

                                                    
                                                      
                                                      

                                                    

                                                  

                                                  
                                                     

                                                    

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        
                                                        

                                                        
                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                    

                                                    
                                                       

                                                      

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          
                                                          

                                                          
                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                      

                                                      
                                                         

                                                        

                                                        
                                                          
                                                            
                                                            

                                                          

                                                          
                                                            
                                                            

                                                            
                                                            

                                                          

                                                          
                                                            
                                                            

                                                          

                                                        

                                                        
                                                           

                                                          
                                                            Exhibit
J

                                                            


                                                            Amended and Restated Exhibit
J

                                                          

                                                           

                                                          
                                                            
                                                              
                                                              

                                                            

                                                            
                                                              
                                                              

                                                              
                                                              

                                                            

                                                            
                                                              
                                                              

                                                            

                                                          

                                                           

                                                          
                                                            EXHIBIT
J

                                                             

                                                            CONTRACTS
RESTRICTING BORROWERS’ RIGHT TO INCUR
DEBTS

                                                             

                                                            Contracts
that restrict the right of Borrowers to incur Indebtedness:

                                                            


                                                            
                                                              	
                                                                      Title
      of Contract

                                                                    	 	
                                                                      Identity
      of Parties

                                                                    	
                                                                      Nature
      of

                                                                      Restriction

                                                                    	
                                                                      Term
      of

                                                                      Contract

                                                                    
	
                                                                      Amended
      and Restated Loan and Security Agreement
      dated as of April
      30, 2004, as amended

                                                                    	 	
                                                                      UNF
      and Subsidiaries
      and Bank
      of America, N.A.,
      et al.

                                                                    	 
      	 
      
	
                                                                      Mortgage
      Loan dated April
      28, 2003, as amended

                                                                    	 	
                                                                      UNF
      and Subsidiaries
      and Bank
      of America, N.A.

                                                                    	 
      	 
      


                                                            

                                                             

                                                            
 

                                                            
                                                              
                                                                
                                                                

                                                              

                                                              
                                                                
                                                                

                                                              

                                                              
                                                                
                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      Exhibit
K

      


      Amended and Restated Exhibit
K

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    EXHIBIT
K
BORROWERS AND GUARANTORS
LITIGATION MATTERS

     

    None

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      Exhibit
N

      


      Amended and Restated Exhibit
N

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      EXHIBIT
N

       

      PENSION
PLANS

       

      1.    United Natural Foods, Inc. Employee Stock
Ownership Plan (the "ESOP").

      


      The
following subsidiaries of UNF are currently participants in this
plan:

      


      
        	
                 
      

              	
                ·

              	
                Albert's
      Organics, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Natural
      Retail Group, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Millbrook
      Distribution Services, Inc., a wholly-owned subsidiary of Distribution
      Holding, Inc. - effective November 2, 2007


              


      

      


      
        	
                 
      

              	
                ·

              	
                United
      Natural Foods West, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                United
      Natural Trading Co., Inc.

              


      

      


      2.    United Natural Foods, Inc. Retirement
Plan



      The
following subsidiaries of UNF are currently participants in this
plan:

      


      
        	
                 
      

              	
                ·

              	
                Albert's
      Organics, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                Natural
      Retail Group, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                United
      Natural Foods West, Inc.

              


      

      


      
        	
                 
      

              	
                ·

              	
                United
      Natural Trading Co., Inc.

              


      

      


      3.    Millbrook Distribution Services Inc.,
Retirement Plan

      


      The
following subsidiaries of UNF are currently participants in this
plan:

      


      
        	
                 
      

              	
                ·

              	
                Millbrook
      Distribution Services, Inc., a wholly-owned subsidiary of Distribution
      Holding, Inc. -
      participation by all employees other than those covered by a
      collective bargaining agreement for which retirement benefits have been
      the subject of good faith
negotiations.

              


      

       

      
        4.    Millbrook Distribution Services Inc. Union
Retirement Plan

      

      
      The following subsidiaries of
UNF are currently participants in this plan:

      


      
        	
                 
      

              	
                ·

              	
                Millbrook
      Distribution Services, Inc., a wholly-owned subsidiary of Distribution
      Holding, Inc. -
      participation by all employees in Teamsters Local 802.
    

              


      

      


      


      
        
          
          

        

        
          
          

        

        
          
          

        

      

    

     

    
      Exhibit
O

      


      Amended and Restated Exhibit
O

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      EXHIBIT
O

       

      Labor
Contracts

       

      
        	
                1.

              	
                United
      Natural Foods West, Inc. is party to a collective bargaining agreement
      with Driver Sales and Warehouse Local Union No. 117 for the employees of
      the Auburn, WA facility.

              


      

       

      
        	
                2.

              	
                United
      Natural Trading Co., Inc. is party to a collective bargaining agreement
      with the Teamsters Local 810 for the employees of the former Hershey
      Import Co., Inc. in Edison, NJ.

              


      

       

      
        	
                3.

              	
                United
      Natural Foods, Inc. is party to a collective bargaining agreement with the
      Chauffeurs, Teamsters and Helpers Local Union No. 238 affiliated with the
      International Brotherhood of Teamsters for the employees of the Iowa City,
      IA facility.

              


      

       

      
        	
                4.

              	
                Millbrook
      Distribution Services, Inc. is party to a collective bargaining agreement
      with the Teamsters Local Union No. 802 affiliated with the International
      Brotherhood of Teamsters, AFL-CIO for the employees of the East Brunswick,
      NJ facility.

              


      

       

      
        	
                5.

              	
                Millbrook
      Distribution Services, Inc. is party to a collective bargaining agreement
      with the Truck Drivers Union, Local No. 170 affiliated with the
      International Brotherhood of Teamsters, for the drivers at the Leicester,
      MA facility.

              


      

       

    

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      Exhibit
Q

      


      Amended and Restated Exhibit
Q

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      EXHIBIT
Q

      BORROWERS
AND GUARANTORS

      PERMITTED
LIENS

      


      
        	
                A

              	
                B

              	
                C

              	
                D

              	
                E

              	
                F

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Company

              	
                Secured
      Party

              	
                State

              	
                File
      #

              	
                File
      Date

              	
                Collateral
      Description

              
	
                BORROWERS

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                United
      Natural Foods, Inc.

              	
                Citizens
      Leasing Corporation

              	
                DE

              	
                20115455

              	
                12/11/2001

              	
                Equipment
      lease filing

              
	 
      	
                IOS
      Capital, LLC

              	
                DE

              	
                23089061

              	
                12/11/2002

              	
                Equipment
      lease filing

              
	 
      	
                Citizens
      Leasing Corporation

              	
                DE

              	
                30195142

              	
                1/6/2003

              	
                Equipment
      lease filing

              
	 
      	
                IOS
      Capital, LLC

              	
                DE

              	
                31230856

              	
                5/14/2003

              	
                Equipment
      lease filing

              
	 
      	
                Mellon
      US Leasing, a Division of Mellon Leasing Corporation

              	
                DE

              	
                40523649

              	
                2/25/2004

              	
                In
      Lieu filing - Equipment lease filing

              
	 
      	
                IOS
      Capital

              	
                DE

              	
                40597908

              	
                2/26/2004

              	
                Equipment
      lease filing

              
	 
      	
                Mellon
      US Leasing, a Division of Mellon Leasing Corporation

              	
                DE

              	
                41072976

              	
                4/1/2004

              	
                In
      Lieu filing - Equipment lease filing

              
	 
      	
                Mellon
      US Leasing, a Division of Mellon Leasing Corporation

              	
                DE

              	
                41353095

              	
                4/28/2004

              	
                In
      Lieu filing - Equipment lease filing

              
	 
      	
                Bankers/Softech
      Divisions of EAB Leasing Corp.

              	
                DE

              	
                50387465

              	
                1/31/2005

              	
                In
      Lieu filing - Equipment lease filing

              
	 
      	
                United
      Rentals, Inc.

              	
                DE

              	
                50855289

              	
                3/17/2005

              	
                Skyjack
      scissor lift

              
	 
      	
                Mellon
      US Leasing, a Division of Mellon Leasing Corporation

              	
                DE

              	
                51263228

              	
                4/25/2005

              	
                In
      Lieu filing - Equipment lease filing

              
	 
      	
                IOS
      Capital

              	
                DE

              	
                52082254

              	
                7/7/2005

              	
                Equipment
      lease filing

              
	 
      	
                United
      Rentals North America, Inc.

              	
                DE

              	
                60298653

              	
                1/25/2006

              	
                1
      JLG Scissor

              
	 
      	
                IOS
      Capital

              	
                DE

              	
                63687142

              	
                10/24/2006

              	
                Equipment
      lease filing

              
	 
      	
                IKON
      Financial Services

              	
                DE

              	
                20073021754

              	
                8/9/2007

              	
                Equipment
      lease filing

              
	 
      	
                IKON
      Financial Services

              	
                DE

              	
                20074212980

              	
                11/6/2007

              	
                Equipment
      lease filing

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Mountain
      People's Warehouse Inc.

              	
                Bankers/Softech
      Divisions of EAB Leasing Corp.

              	
                CA

              	
                20960281

              	
                7/24/2000

              	
                Equipment
      lease filing

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Millbrook
      Distribution Services Inc.

              	
                IOS
      Capital, LLC

              	
                DE

              	
                30351224

              	
                2/10/2003

              	
                Equipment
      lease filing

              
	 
      	
                IOS
      Capital, LLC

              	
                DE

              	
                30351315

              	
                2/10/2003

              	
                Equipment
      lease filing

              
	 
      	
                IBM
      Credit LLC

              	
                DE

              	
                40297400

              	
                1/12/2004

              	
                IBM
      equipment and software lease filing

              
	 
      	
                IBM
      Credit LLC

              	
                DE

              	
                53453736

              	
                11/7/2005

              	
                IBM
      equipment and software lease filing

              
	 
      	
                IBM
      Credit LLC

              	
                DE

              	
                53768547

              	
                12/6/2005

              	
                IBM
      equipment and software lease filing

              


      

      


       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

      
 

      EXHIBIT
Q

      BORROWERS
AND GUARANTORS

      PERMITTED
LIENS

      


      
        	
                A

              	
                B

              	
                C

              	
                D

              	
                E

              	
                F

              
	 
      	
                Citicorp
      Vendor Finance, Inc.

              	
                DE

              	
                61127539

              	
                4/4/2006

              	
                Dell
      computer equipment lease filing

              
	 
      	
                Crown
      Credit Company

              	
                DE

              	
                71828267

              	
                5/15/2007

              	
                Equipment
      lease filing

              
	 
      	
                CIT
      Technology Financing Services I, LLC

              	
                DE

              	
                72199338

              	
                5/31/2007

              	
                Equipment
      lease filing

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                GUARANTORS

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Albert’s
      Organics, Inc.

              	
                Crown
      Credit Company

              	
                CA

              	
                233860400

              	
                12/2/2002

              	
                Crown
      Lift Trucks & batteries

              
	 
      	
                Crown
      Credit Company

              	
                CA

              	
                309860202

              	
                4/4/2003

              	
                Crown
      Lift Trucks

              
	 
      	
                Agquest
      Financial Services, Inc.

              	
                CA

              	
                05-7037244961

              	
                8/10/2005

              	
                Equipment
      filing

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      
        
          
          

        

        
          
          

        

        
          
          

        

      

    

     

    
      Exhibit
S

      


      Amended and Restated Exhibit
S

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    EXHIBIT
S

     

    AFFILIATE
TRANSACTIONS

     

     

    None

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      Exhibit
V

      


      Amended and Restated Exhibit
V

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    
      EXHIBIT
V

      BORROWERS
AND GUARNATORS

      BANK
ACCOUNTS

      


      
        	
                A

              	
                B

              	
                D

              	
                E

              
	
                UNF
      and Subsidiaries - Bank Account Information

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Bank

              	
                Account

              	
                Account

              
	
                Company

              	
                Name

              	
                Type

              	
                Number

              
	 
      	 
      	 
      	 
      
	
                United
      Natural Foods, Inc.

              	
                Bank
      of America

              	
                Deposit

              	
                3756601608

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756636547

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursements

              	
                3299119737

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756680603

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756626531

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756680616

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                9429227241

              
	 
      	
                Granite
      Bank

              	
                Payroll

              	
                602001915

              
	 
      	
                M&T
      Bank

              	
                Payroll

              	
                6304060

              
	 
      	 
      	 
      	 
      
	
                United
      Natural Foods West

              	
                Bank
      of America

              	
                Lockbox
      Deposits

              	
                1489202350

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                1123803509

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursements

              	
                3299819898

              
	 
      	 
      	 
      	 
      
	
                Albert's
      Organics, Inc.

              	
                Bank
      of America

              	
                Deposit

              	
                3756636534

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursements

              	
                3299119950

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756616965

              
	 
      	
                Coast
      Commercial Bank

              	
                Business
      Checking/Main

              	
                2017997

              
	 
      	 
      	 
      	 
      
	
                Hershey
      Import Company

              	
                Bank
      of America

              	
                Deposit

              	
                3756636576

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursements

              	
                3299124984

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756636563

              
	 
      	 
      	 
      	 
      
	
                Natural
      Retail Group

              	
                Bank
      of America

              	
                Deposit

              	
                3756636550

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursements

              	
                3299119745

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3756626544

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645936

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645949

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645952

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645965

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645978

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645978

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645994

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756646003

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756646016

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756646029

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756646032

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756646045

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3756645923

              
	 
      	 
      	 
      	 
      
	
                Millbrook
      Distribution Services, Inc

              	
                JP
      Morgan Chase

              	
                Checking
      Account

              	
                114-636419

              
	 
      	
                JP
      Morgan Chase

              	
                Disbursements

              	
                6301-507475-509

              
	 
      	
                JP
      Morgan Chase

              	
                Deposit

              	
                801-501954

              
	 
      	
                JP
      Morgan Chase

              	
                Deposit

              	
                801-808154

              
	 
      	
                JP
      Morgan Chase

              	
                Payroll

              	
                114-636192

              
	 
      	
                Bank
      of America

              	
                Checking
      Account

              	
                05-0020-4377

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3750969223

              
	 
      	
                Bank
      of America

              	
                Deposit

              	
                3750969236

              
	 
      	
                Bank
      of America

              	
                Funding

              	
                3750969249

              
	 
      	
                Bank
      of America

              	
                Controlled
      Disbursement

              	
                3299925802

              
	 
      	
                Bank
      of America

              	
                Payroll

              	
                3299925810

              
	 
      	
                Bank
      of America

              	
                Deposit
      Transfer

              	
                3750204069

              
	 
      	
                PNC
      Bank

              	
                Checking

              	
                802-288-9759

              
	 
      	
                PNC
      Bank

              	
                Checking
      Account

              	
                80-1438-5702