ex10-38.htm


    Exhibit
10.38


      November
2, 2007

      


      


      United
Natural Foods, Inc.

      260 Lake
Road

      Dayville,
CT 06241

      


      Albert’s
Organics, Inc.

      3268 East
Vernon Avenue

      Vernon,
CA  90058

      


      Attention:  Mark
Shamber, C.F.O.

      


      RE:  Sixth
Amendment to Term Loan Agreement

      


      Dear Mr.
Shamber:

      


      Reference is made to that certain Term
Loan Agreement dated as of April 28, 2003 as amended (the “Loan Agreement”)
among United Natural Foods, Inc. (“UNFI”), Stow Mills, Inc. (“SMI”), United
Natural Foods Pennsylvania, Inc. (“UNFPA”) and Albert’s Organics, Inc. (“AOI”)
and Fleet Capital Corporation (predecessor-in-interest to Bank of America, N.A.)
(the “Lender”).  SMI and UNFPA were merged with and into UNFI, with
UNFI continuing as the surviving entity.  As used herein the term
“Borrowers” shall mean, collectively, UNFI and AOI.  Capitalized terms
used but not defined herein shall have the meanings ascribed thereto in the Loan
Agreement.  This Sixth Amendment to Term Loan Agreement shall be
referred to as the “Sixth Amendment”.

      


      The Borrowers have requested that the
Lender agree to amend the Loan Agreement in connection with certain amendments
to the Working Capital Facility.

      


      1.           Amendment to the Loan
Agreement.  Subject to the terms and conditions of this Sixth
Amendment, Borrowers and Lender agree that the Loan Agreement shall be amended
as follows:

       

      a.           The
definition of “Working Capital Facility” in Appendix A to the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

       

      “Working
Capital Facility – the $270,000,000.00 working capital line of credit
evidenced by that certain Loan and Security Agreement dated August 31, 2001, as
amended from time to time, by and among the UNFI, United Natural Foods West,
Inc., Springfield Development, LLC, United Natural Trading Co., Natural Retail
Group, Inc., AOI and Lender as Agent for itself and the other lenders party
thereto and the lenders party thereto, which $270,000,000.00 working capital
line of credit shall be reduced automatically to $250,000,000.00 on December 14,
2007.”

       


      
        
           


        

        
           


           


        

        
           


        

      


             2.           Representations and
Warranties.  The Borrowers hereby represent and warrant as
follows:

       

      a.           Power, Authority,
Etc.  The Borrowers have the power and authority for the making
and performing of this Sixth Amendment to Loan Agreement.  This Sixth
Amendment to Loan Agreement has been duly executed and delivered by or on behalf
of the Borrowers pursuant to authority legally adequate therefor, and this Sixth
Amendment to Loan Agreement 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.

       

      b.           Incorporation of
Representations and Warranties.  The representations and
warranties of the Borrowers contained in the Loan Agreement, except for any
changes resulting only from the passage of time and which do not otherwise
constitute a Default or Event of Default hereunder, 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 Sixth Amendment
to Loan Agreement as though fully set forth herein.

       

      3.           Miscellaneous.

       

      a.           Counterparts.  This
Sixth Amendment to Loan Agreement 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 Sixth Amendment to Loan Agreement by signing any
such counterpart.

       

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

       

      c.           Loan
Document.  This Sixth Amendment to Loan Agreement and all other
documents executed in connection herewith are “Loan Documents” as such term is
defined in the Loan Agreement.  This Sixth Amendment shall be governed
by the laws of the State of Connecticut.  This Sixth Amendment to Loan
Agreement and the other documents executed and delivered in connection herewith
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]


      
        
           


        

        
          -2- 


           


        

        
           


        

      


      Signature
Page to Sixth Amendment to Loan Agreement

      


      IN WITNESS WHEREOF, the parties have
executed this Sixth Amendment to Loan Agreement 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

                
	 
      	 
      
	 
      	 
      
	 
      	
                  ALBERT’S
      ORGANICS, INC.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Mark E.
      Shamber

                
	 
      	
                        
      Name: Mark Shamber

                        
      Title:   Vice President, Secretary and

                                   
      Treasurer

                


        



      
        
          	
                  LENDER:

                	
                  BANK
      OF AMERICA, N.A.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Edgar
      Ezerins

                
	 
      	
                        
      Name: Edgar Ezerins 

                        
      Title: Senior Vice
President

                


        



       

      
        
           


        

        
           


           


        

        
           


        

      


      RATIFICATION OF GUARANTY
AGREEMENT

      


      The undersigned Guarantors
acknowledge receipt of the foregoing Sixth Amendment to Term Loan Agreement (the
“Sixth Amendment”) and hereby (a) accept and agree to the terms and provisions
of the Sixth Amendment and (b) ratify, confirm, and approve all of the terms and
conditions of each of the Guaranty Agreements.

      


      IN WITNESS WHEREOF, the parties have
executed this Ratification of Guaranty Agreement on this ___ day of November,
2007.

      


      
        
          	 
      	
                  NATURAL
      RETAIL GROUP, INC.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Mark E.
      Shamber________

                
	 
      	
                        Name:
      Mark Shamber 

                        Title:
      Vice President, Secretary 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

                   

                
	 
      	
                   

                  SPRINGFIELD
      DEVELOPMENT, LLC

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Mark E.
      Shamber________

                
	 
      	
                        Name:
      Mark Shamber 

                        Title:
      Vice President, Secretary and Treasurer