ex10-36.htm


    Exhibit
10.36

    


      as of
November 2, 2007

      


      


      United
Natural Foods, Inc.

      as Agent
and Representative

      of the
Borrowers

      260 Lake
Road

      Dayville,
CT 06241

      


      RE:  Third Amendment to Amended
and Restated Loan and Security Agreement

      


      Ladies
and Gentlemen:

      


      Reference is made to the Amended and
Restated Loan and Security Agreement dated as of April 30, 2004, as amended
(“Loan Agreement”) among United Natural Foods, Inc. (“UNF”), United Natural
Foods West, Inc. (f/k/a/ Mountain People’s Warehouse Incorporated) (“UNFW”),
Springfield Development, LLC (f/k/a United Northeast LLC) (“SDLLC”) and United
Natural Trading Co. (“UNT” and together with UNF, UNFW and SDLLC, collectively,
the “Borrowers”) each of the Lenders identified under the caption “Lenders” on
the signature pages thereto and Bank of America, N.A. (as successor to Fleet
Capital Corporation) as administrative and collateral agent for the Lenders (the
“Agent”), Citizens Bank of Massachusetts (the “Syndication Agent”), U.S. Bank
National Association (the “Documentation Agent”) and Fleet Capital Corporation
(the “Arranger”).  Capitalized terms not defined herein shall have the
meanings ascribed thereto in the Loan Agreement.

      


      Background.  UNF
formed a merger subsidiary (“Merger Sub”) and
entered into a merger agreement with Distribution Holdings, Inc. (“Holdings”) and
Millbrook Distribution Services, Inc. (“Millbrook”), pursuant
to which (i) Merger Sub will be merged with and into Holdings, which is the sole
shareholder of Millbrook, with Holdings continuing as the surviving company and
(ii) UNF will purchase the outstanding shares of Holdings for up to $84,000,000
(such merger transaction, the “Merger”) (such merger
agreement, the “Merger
Agreement”; together with all agreements, documents and instruments
executed and/or delivered in connection therewith, the “Merger
Documents”).  The Lenders consented to the Merger Agreement and
the consummation of the Merger pursuant to that certain Consent to Merger dated
as of October 12, 2007 by and between Agent, Lenders and Borrower (the “Consent”) subject to
the prior satisfaction of certain conditions, including without limitation, that
Millbrook and Holdings be joined as Borrowers under the Loan Agreement, the
Notes and the other applicable Loan Documents.  Borrowers, Millbrook
and Holdings have agreed to the foregoing, subject to the terms and conditions
set forth herein.


      
        
           


        

        
          
          

           


        

        
           


        

      


      Accordingly, the parties hereto hereby
agree as follows:

      


      1.           Amendment and
Joinder.

       

      a.           Joinder.  Millbrook
and Holdings, each, (i) is hereby joined as a Borrower for all purposes under
the Loan Agreement, the Notes and the other Loan Documents and agrees that it is
absolutely and unconditionally obligated to pay and perform all the Obligations,
whether heretofor created or existing, now existing or hereafter created or
existing, jointly and severally, with all the Borrowers, (ii) hereby makes the
representations and warranties set forth in the Loan Agreement, the Notes and
the other Loan Documents as of the date hereof and as otherwise required under
the Loan Agreement and the other Loan Documents and (iii) hereby agrees to be
bound by each of the covenants, terms and conditions (applicable to the
Borrowers) set forth in the Loan Agreement, the Notes and the other Loan
Documents after giving effect to this Third Amendment.  Millbrook and
Holdings confirms that, as a result of this Third Amendment, Millbrook and
Holdings, each, hereby grants to the Agent a security interest in and a
continuing lien on, all of its right, title and interest in and to the New
Collateral (as described and defined on Schedule A hereto) in each case whether
now owned or existing or hereafter acquired or arising and wherever located, as
is set forth in more detail in the attached Schedule 1.  Millbrook and
Holdings, each, agrees that its right, title and interest in and to the New
Collateral (as described and defined on Schedule A hereto) shall be deemed
to be and shall be part of the Collateral for all purposes set forth in the Loan
Agreement and the other Loan Documents and shall secure all Obligations in
accordance with the provisions of the Loan Agreement and the other Loan
Documents.  The Schedules to the Loan Agreement are hereby
supplemented by the corresponding Schedules attached hereto at Exhibit
1.

       

      b.           Eligible Inventory; Eligible
Accounts.  Notwithstanding any provisions set forth in the Loan
Agreement and the other Loan Documents, (i) the Inventory of Millbrook and/or
Holdings shall not constitute Eligible Inventory and (ii) the Accounts of
Millbrook and/or Holdings shall not constitute Eligible Accounts.

       

      c.           Waiver.  Agent
and Lenders hereby waive the Borrowers’ obligation to satisfy the conditions
precedent set forth in the following Sections of the Consent: 3.4(ii), 3.4(iii),
3.4(iv)(B) (other than with respect to the New Collateral as defined herein) and
3.16.

       

      2.           Representations and
Warranties.  The Borrowers (including Millbrook and Holdings)
hereby represent and warrant as follows:

       

      a.           Power, Authority,
Etc.  The Borrowers have the power and authority for the making
and performing of this Third Amendment.  This Third
Amendment  has been duly executed and delivered by or on behalf of the
Borrowers pursuant to authority legally adequate therefor, and this Third
Amendment is in full force and effect and is a legal, valid and binding
obligation of the Borrowers enforceable in accordance with its terms subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
and equitable principles affecting the enforcement of creditors’ rights
generally.

       


      
        
           


        

        
          -2-

           


        

        
           


        

      


      b.           Incorporation of
Representations and Warranties.  The representations and
warranties of the Borrowers contained in the Loan Agreement and the Consent,
after giving effect to the amendments thereto contemplated hereby, and except
for any changes resulting only from the passage of time which do not otherwise
constitute a Default or an Event of Default, are true and correct on and as of
the date hereof as though made on and as of the date hereof and such
representations and warranties are hereto incorporated in this Third Amendment
as though fully set forth herein.  Borrowers, Holdings and
Millbrook, each, represent, warrant and agree that it is unconditionally,
absolutely, and jointly and severally liable for the punctual and full
performance and payment of all Obligations, including, without limitation, all
charges, fees, expenses and costs (including attorneys' fees and expenses) under
the Loan Documents, and that no Borrower has any defenses, counterclaims or
setoffs with respect to full, complete and timely payment of all
Obligations.

       

      c.           Acknowledgement of
Obligations.  Each Guarantor, for value received, hereby
consents to (i) the applicable Borrowers’ execution and delivery of this Third
Amendment and (ii) the performance by the Borrowers of their respective
agreements and obligations hereunder.  The applicable Borrower’s
performance and/or consummation of any transaction or matter contemplated under
this Third Amendment shall not limit, restrict, extinguish or otherwise impair
any of the Guarantors’ obligations to Agents and Lenders with respect to the
Loan Documents, as applicable.

       

      3.           Conditions
Precedent.  This Third Amendment and the Lenders’ obligations
hereunder shall not be effective until each of the following conditions are
satisfied (the “Amendment Effective Date”):

       

      a.           Borrowers
(including Millbrook and Holdings) shall have duly executed and delivered this
Third Amendment;

       

      b.           All
requisite corporate action and proceedings of the Borrowers (including Millbrook
and Holdings) in connection with this Third Amendment and all documentation and
certificates required by Agent and/or its counsel in connection therewith shall
be satisfactory in form and substance to Agent;

       

      c.           No
Default or Event of Default shall exist;

       

      d.           The
conditions precedent set forth in Sections 2 and 3 of the Consent (other than
with respect to the execution of this Third Amendment) have been
satisfied;

       

      e.           The
Agent’s Liens in the New Collateral are perfected first priority Liens and the
Indebtedness owed by Millbrook and Holdings to JPMorgan Chase Bank, N.A. shall
have been paid in full; and

       

      f.           All
the Lenders shall have executed this Third Amendment.

       


      
        
           


        

        
          -3-

           


        

        
           


        

      


      4.           Miscellaneous.

       

      a.           Counterparts.  This
Third Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Third Amendment by signing any such counterpart.

       

      b.           Force and
Effect.  The Loan Agreement and each other Loan Document, as
amended or modified by this Third Amendment, are hereby ratified, confirmed and
approved and shall continue in full force or effect.

       

      c.           Loan
Document.  This Third Amendment and all other documents
executed in connection herewith are “Loan Documents” as such term is defined in
the Loan Agreement.  This Third Amendment shall be governed by the
laws of the State of Connecticut.  This Third Amendment and the other
documents executed and/or delivered in connection herewith (including, without
limitation, the Consent) set forth the entire agreement of the parties with
respect to the subject matter thereof and supersede any prior agreement and
contemporaneous oral agreements of the parties concerning their subject
matter.

       

      


      [remainder
of page intentionally left blank]


      
        
           


        

        
          -4-

           


        

        
           


        

      


      Signature Page to Third Amendment to Amended and Restated
Loan and Security Agreement

      


      IN WITNESS WHEREOF, the parties have
executed this Third Amendment as of the date
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

           

        

        SPRINGFIELD DEVLOPMENT,
LLC

        
          


          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


        

      

       

      
        
           

        

        
          -5-

        

        
           

        

      

      
 

      MILLBROOK DISTRIBUTION SERVICES,
INC.

      
        


        By: /s/ Mark E.
Shamber

        Name: Mark Shamber

        Title:Vice President, Secretary
and Treasurer


          
            
               


            

            
              -6-

               


            

            
               


            

          



      

      


      Signature Page to Third Amendment to Amended and Restated
Loan and Security Agreement

      


      
        GUARANTORS:                                                                        
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



        


        AGENT:                                                                                        
BANK OF AMERICA, N.A.,

        as Administrative Agent

        


        By: /s/ Edgar
Ezerins

        Name: Edgar Ezerins

        Title:Senior Vice
President

      

       

      



      
        
           


        

        
          -7-

           


        

        
           


        

      


      Signature Page to Third Amendment to Amended and Restated
Loan and Security Agreement

       

      
        
          	
                  LENDERS:

                


        

        


        
          	
                  BANK
      OF AMERICA, N.A., as a

                


        

        
          	
                  Lender

                


        

        By:   /s/ Edgar Ezerins    

        Name:  Edgar
Ezerins

        Title:    Senior
Vice President

        


        


        RBS
CITIZENS NATIONAL ASSOCIATION, A SUCCESSOR BY MERGER WITH CITIZENS BANK OF
MASSACHUSETTS, as a Lender

        


        By:   /s/ Peter
Coates_______

        Name:  Peter
Coates

        Title:  Vice
President

        


        


        
          	
                  U.S.
      BANK NATIONAL ASSOCIATION, as a

                


        

        
          	
                  Lender

                


        

        


        By:   /s/ Mark A.
Reinert____

        Name:  Mark A.
Reinert

        Title:  Vice
President___

        


        


        
          	
                  PNC
      BANK, NATIONAL ASSOCIATION, a

                


        

        
          	
                  Lender

                


        

        


        By:   /s/ Brian
Conway_____

        Name:  Brian
Conway

        Title:  Vice
President

      

      



      
        
           


        

        
          -8-

           


        

        
           


        

      


      Signature Page to Third Amendment to Amended and Restated
Loan and Security Agreement

      


      
      

      
      

      FIRST
PIONEER FARM CREDIT, ACA, a
Lender

       

      
        By:   /s/ James
Papas___

        Name:  James
Papas_

        Title:  Vice
President_

        


        


        WEBSTER
BANK, a Lender

        


        By:   /s/ John H.
Frost

        Name:  John H.
Frost

        Title:  Vice
President

        


        


        ISRAEL
DISCOUNT BANK

        OF NEW
YORK, a Lender

        


        By:   /s/ George J.
Ahlmeyer                                                                

        Name:  George
Ahlmeyer

        Title:  Senior Vice
President

        


        By:   /s/ Mark H
Merritt

        Name:  Mark H
Merritt

        Title:  First Vice
President

        


        


        ROYAL
BANK OF CANADA, a Lender

        


        By:   /s/ Gordon
MacArthur

        Name:  Gordon
MacArthur

                 
Title:  Authorized
Signatory

        


        


        HARRIS
TRUST AND SAVINGS BANK,

        a
Lender

        


        


        By:   /s/ Graeme Robertson


        Name:  Graeme Robertson


                 
Title:  Vice
President

      

       

       


      
        
           


        

        
          -9-

           


        

        
           


        

      


      Exhibit
1

      


      Schedules
to Loan Agreement

       

       

       

       

       

       

       

       

       

       

       

      
 

      



      
        
           


        

        
          -10-

           


        

        
           


        

      


      Schedule
1

       

      New
Collateral

       

      To secure
the prompt payment and performance of all of the Obligations, Millbrook and
Holdings, each, hereby grants to Agent for the benefit of itself as Agent and
for the Pro Rata benefit of each Lender a continuing Lien upon all of the
following Property and interests in Property of each of Millbrook and Holdings,
whether now owned or existing or hereafter created, acquired or arising and
wheresoever located (collectively, the “New
Collateral”):

       

      
        
          	
                  1.

                	
                  Accounts;

                
	 	 
	
                  2.

                	
                  Certificated
      Securities arising out of Accounts or Inventory;

                
	 	 
	
                  3.

                	
                  Chattel
      Paper arising out of or related to Accounts or
  Inventory;

                
	 	 
	
                  4.

                	
                  Contract
      Rights arising out of or related to Accounts or
  Inventory;

                
	 	 
	
                  5.

                	
                  Deposit
      Accounts in which the proceeds of Accounts, Inventory or other Collateral
      are deposited or maintained and money constituting such
      proceeds;

                
	 	 
	
                  6.

                	
                  Documents
      arising out of or related to Accounts or Inventory;

                
	 	 
	
                  7.

                	
                  General
      Intangibles, including Payment Intangibles, arising out of or related to
      Accounts or Inventory;

                
	 	 
	
                  8.

                	
                  Instruments
      arising out of or related to Accounts or Inventory;

                
	 	 
	
                  9.

                	
                  Inventory;

                
	 	 
	
                  10.

                	
                  Investment
      Property arising out of Accounts or Inventory;

                
	 	 
	
                  11.

                	
                  Letter-of-Credit
      Rights arising out of or related to Accounts or
  Inventory;

                
	 	 
	
                  12.

                	
                  Security
      Entitlements arising out of Accounts or Inventory;

                
	 	 
	
                  13.

                	
                  Supporting
      Obligations arising out of or related to Accounts or Inventory;
      and

                
	 	 
	
                  14.

                	
                  Uncertificated
      Securities arising out of Accounts or Inventory; 

                
	 	 


        

      


      
        
           


        

        
          -11-

           


        

        
           


        

      


      
        	
                 
      

              	
                15.

              	
                together
      with all books, records, writings, data bases, and other information
      relating to or used in connection with, or evidencing, embodying, or
      incorporating any of the foregoing, and all Proceeds, products, offspring,
      rents, issues, profits and returns of and from any of the
      foregoing.

              


      

       

      



      
        
           


        

        
          -12-