Exhibit 10.64


 


NINTH AMENDMENT AGREEMENT


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


3.1.          Amendments
to Appendix A.


 


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


 


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


 


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


 


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


 


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


 


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


 


3.2.          Amendment
to Section 5.1.4.


 


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


 


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


 


3.3.          Amendment
to Section 5.1.11.


 


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


 


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


 


-2-

















 


3.4.           Amendment
to Section 6.1.3.


 


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


 


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


 


3.5.           Amendment
to Section 6.1.6.


 


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


 


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


 


3.6.           Amendment
to Section 6.1.10.


 


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


 


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


 


-3-

















 


3.7.           Amendment
to Section 6.1.11.


 


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


 


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


 


3.8.           Amendment
to Section 6.1.12.


 


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


 


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


 


3.9.           Amendment
to Section 6.2.2.


 


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


 


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


 


-4-

















 


3.10.           Amendment
to Section 6.2.3.


 


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


 


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


 


3.11.           Amendments
to Section 6.2.5.


 


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


 


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


 


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


 


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


 


3.12.           Amendment
to Section 6.2.6.


 


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


 


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


 


-5-

















 


3.13.           Amendment
to Section 6.2.11.


 


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


 


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


 


3.14.           Amendment
to Section 6.2.12.


 


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


 


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


 


3.15.           Amendment
to Section 6.2.13.


 


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


 


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


 


3.16.           Amendment
to Section 6.2.15.


 


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


 


-6-

















 


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


 


3.17.           Amendment
to Section 6.2.16.


 


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


 


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


 


3.18.           Amendment
to Section 6.2.17.


 


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


 


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


 


3.19.           Amendment
to Section 6.2.18.


 


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


 


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


 


3.20.           Amendment
to Section 6.2.19.


 


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


 


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


 


-7-

















 


3.21.           Amendment
to Section 6.2.20.


 


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


 


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


 


3.22.           Amended
Exhibits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


-8-

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


-9-

















 


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


 


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


 


-10-














 


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


 


BORROWERS:


 


	
  UNITED NATURAL FOODS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
			



 


 


	
  ALBERT’S ORGANICS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
			



 


 


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


 

















 


LENDER:


 


	
  BANK OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Edgar Ezerins

  	
   

  
	
  Name: Edgar Ezerins

  	
   

  
	
  Title: Vice President

  	
   

  
			



 


 


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


 

















 


Each of the undersigned Guarantors


acknowledges and agrees to the foregoing,


and ratifies and confirms in all respects


such Guarantor’s obligations under the


Guaranty Agreements:


 


	
  NATURAL RETAIL GROUP, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  SPRINGFIELD DEVELOPMENT, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  UNITED NATURAL FOODS WEST, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  UNITED NATURAL TRADING CO.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  DISTRIBUTION HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  MILLBROOK DISTRIBUTION SERVICES INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
  FANTASTIC FOODS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  



 


 


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


 

















 


	
  MT. VIKOS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Shamber

  	
   

  
	
  Name: Mark E. Shamber

  	
   

  
	
  Title: Treasurer

  	
   

  
			



 


 


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


 














 


AMENDED AND RESTATED EXHIBIT B


 


Chief Executive Offices and Registered Agents


 


	
  Chief Executive Offices:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Borrowers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Natural Foods, Inc.

  	
   

  	
  313 Iron Horse Way

  
	
   

  	
   

  	
  Providence, RI 029081

  
	
   

  	
   

  	
   

  
	
  Albert’s
  Organics, Inc.

  	
   

  	
  200 Eagle Court

  
	
   

  	
   

  	
  Bridgeport, NJ 08014

  
	
   

  	
   

  	
   

  
	
  Subsidiaries:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Natural Foods
  West, Inc.

  	
   

  	
  1101 Sunset Boulevard

  
	
   

  	
   

  	
  Rocklin, CA 95765

  
	
   

  	
   

  	
   

  
	
  United Natural Trading Co.

  	
   

  	
  96 Executive Drive

  
	
   

  	
   

  	
  Edison, NJ 08817

  
	
   

  	
   

  	
   

  
	
  Distribution
  Holdings, Inc.

  	
   

  	
  313 Iron Horse Way

  
	
   

  	
   

  	
  Providence, RI 029081

  
	
   

  	
   

  	
   

  
	
  Springfield
  Development, LLC

  	
   

  	
  313 Iron Horse Way

  
	
   

  	
   

  	
  Providence, RI 029081

  
	
   

  	
   

  	
   

  
	
  Millbrook
  Distribution Services Inc.

  	
   

  	
  88
  Huntoon Memorial Hwy

  
	
   

  	
   

  	
  Leicester,
  MA 01524

  
	
   

  	
   

  	
   

  
	
  Natural
  Retail Group, Inc.

  	
   

  	
  Seabreeze Shopping Plaza

  
	
   

  	
   

  	
  30555 US Hwy 19N

  
	
   

  	
   

  	
  Palm Harbor, FL

  
	
   

  	
   

  	
   

  
	
  Fantastic Foods, Inc.

  	
   

  	
  313 Iron Horse Way

  
	
   

  	
   

  	
  Providence, RI 029081

  
	
   

  	
   

  	
   

  
	
  Mt. Vikos, Inc.

  	
   

  	
  1291 Ocean Street

  
	
   

  	
   

  	
  Marshfield, MA 02050

  
	
   

  	
   

  	
   

  
	
  United Natural Transportation Co.

  	
   

  	
  313 Iron Horse Way

  
	
   

  	
   

  	
  Providence, RI 029081

  
	
   

  	
   

  	
   

  
	
  UNFI
  Canada, Inc.

  	
   

  	
  8755
  Keele Street

  
	
   

  	
   

  	
  Concord,
  Ontario L4K 2N1

  



 






1 Changed its chief executive office from 260 Lake Road, Dayville,
CT 06241 in September, 2009


 

















 


Registered Agents:


 


Borrowers:


 


	
  United Natural Foods, Inc.:

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  302-658-7581

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1200 South Pine Island Road

  
	
   

  	
   

  	
  Plantation, FL 33324

  
	
   

  	
   

  	
  Phone: 954-473-5503

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  One Corporate Center

  
	
   

  	
   

  	
  Floor 11

  
	
   

  	
   

  	
  Hartford, CT 06103-3220

  
	
   

  	
   

  	
  Phone: 860-724-9044

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  400 Cornerstone Drive

  
	
   

  	
   

  	
  Suite 240

  
	
   

  	
   

  	
  Williston, VT 05495

  
	
   

  	
   

  	
  Phone: 802-878-1500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System (Atlanta)

  
	
   

  	
   

  	
  1201 Peachtree Street, NE

  
	
   

  	
   

  	
  Atlanta, GA 30361

  
	
   

  	
   

  	
  Phone: 404-888-6488

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Company

  
	
   

  	
   

  	
  1675 Broadway

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Phone: 303-629-2500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  116 Pine Street

  
	
   

  	
   

  	
  Suite 320

  
	
   

  	
   

  	
  Harrisburg, PA 17101

  
	
   

  	
   

  	
  Phone: 717-234-6004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System Inc.

  
	
   

  	
   

  	
  100 South 5th Street

  
	
   

  	
   

  	
  Suite 1075

  
	
   

  	
   

  	
  Minneapolis, MN 55402

  
	
   

  	
   

  	
  Phone: 612-333-4315

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  500 East Court Avenue

  
	
   

  	
   

  	
  Suite 500

  
	
   

  	
   

  	
  Des Moines, IA 50309

  
	
   

  	
   

  	
  Phone: 515-245-4469

  



 


2

















 


	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  314 East Thayer Avenue

  
	
   

  	
   

  	
  P.O. Box 400

  
	
   

  	
   

  	
  Bismarck, ND 58501

  
	
   

  	
   

  	
  Phone: 701-223-2890

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  818 West Seventh Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  	
  Phone: 213-627-8252

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  5400 D Big Tyler Road

  
	
   

  	
   

  	
  Charleston, WV 25313

  
	
   

  	
   

  	
  Phone: 304-776-1152

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  2 Office Park Court

  
	
   

  	
   

  	
  Suite 103

  
	
   

  	
   

  	
  Columbia, SC 29223

  
	
   

  	
   

  	
  Phone: 803-699-6130

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  306 West Main Street

  
	
   

  	
   

  	
  Suite 512

  
	
   

  	
   

  	
  Frankfort, KY 40601

  
	
   

  	
   

  	
  Phone: 502-875-6424

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  155 Federal Street

  
	
   

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Phone: 617-757-6400

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  9 Capitol Street

  
	
   

  	
   

  	
  Concord, NH 03301

  
	
   

  	
   

  	
  Phone: 603-224-2341

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  820 Bear Tavern Road

  
	
   

  	
   

  	
  West Trenton, NJ 08628

  
	
   

  	
   

  	
  Phone: 609-538-1818

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  111 Eighth Avenue

  
	
   

  	
   

  	
  13th Floor

  
	
   

  	
   

  	
  New York, NY 10011

  
	
   

  	
   

  	
  Phone: 212-894-8800

  



 


3

















 


	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  251 East Ohio Street

  
	
   

  	
   

  	
  Suite 1100

  
	
   

  	
   

  	
  Indianapolis, IN 46204

  
	
   

  	
   

  	
  Phone: 317-396-9747

  
	
   

  	
   

  	
   

  
	
  Albert’s Organics, Inc.:

  	
   

  	
  Kathryn Courtney

  
	
   

  	
   

  	
  3268 E Vernon Avenue

  
	
   

  	
   

  	
  Vernon, CA 90058

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1200 South Pine Island Road

  
	
   

  	
   

  	
  Plantation, FL 33324

  
	
   

  	
   

  	
  Phone: 954-473-5503

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Company

  
	
   

  	
   

  	
  1675 Broadway

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Phone: 303-629-2500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  116 Pine Street

  
	
   

  	
   

  	
  Suite 320

  
	
   

  	
   

  	
  Harrisburg, PA 17101

  
	
   

  	
   

  	
  Phone: 717-234-6004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System Inc.

  
	
   

  	
   

  	
  100 South 5th Street

  
	
   

  	
   

  	
  Suite 1075

  
	
   

  	
   

  	
  Minneapolis, MN 55402

  
	
   

  	
   

  	
  Phone: 612-333-4315

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  150 Fayetteville Street

  
	
   

  	
   

  	
  Box 1011

  
	
   

  	
   

  	
  Raleigh, NC 27601

  
	
   

  	
   

  	
  Phone: 919-821-7139

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Corporation Trust Company

  
	
   

  	
   

  	
  820 Bear
  Tavern Road

  
	
   

  	
   

  	
  West
  Trenton, NJ 08628

  
	
   

  	
   

  	
  Phone:
  609-538-1818

  
	
   

  	
   

  	
   

  
	
  Subsidiaries:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Natural Foods
  West, Inc.:

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  818 West Seventh Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  	
  Phone: 213-627-8252

  



 


4

















 


	
   

  	
   

  	
  The Corporation Company

  
	
   

  	
   

  	
  1675 Broadway

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Phone: 303-629-2500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  123 East Marcy

  
	
   

  	
   

  	
  Santa Fe, NM 87501

  
	
   

  	
   

  	
  Phone: 505-983-9122

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  2394 E Camelback Road

  
	
   

  	
   

  	
  Phoenix, AZ 85016

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  388 State Street

  
	
   

  	
   

  	
  Suite 420

  
	
   

  	
   

  	
  Salem, OR 97301

  
	
   

  	
   

  	
  Phone: 503-566-6883

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1801 West Bay Drive, NW

  
	
   

  	
   

  	
  Suite 206

  
	
   

  	
   

  	
  Olympia, WA 98502

  
	
   

  	
   

  	
  Phone: 360-357-6794

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1111 West Jefferson

  
	
   

  	
   

  	
  Suite 530

  
	
   

  	
   

  	
  Boise, ID 83702

  
	
   

  	
   

  	
  Phone: 208-344-8535

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Company, Inc.

  
	
   

  	
   

  	
  900 Fort Street Mall

  
	
   

  	
   

  	
  Suite 1800

  
	
   

  	
   

  	
  Honolulu, HI 96813

  
	
   

  	
   

  	
  Phone: 808-524-8000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  9360 Glacier Highway

  
	
   

  	
   

  	
  Suite 202

  
	
   

  	
   

  	
  Juneau, AK 99801

  
	
   

  	
   

  	
  Phone: 907-586-3340

  
	
   

  	
   

  	
   

  
	
  United Natural Trading Co.:

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  



 


5

















 


	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  818 West Seventh Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  	
  Phone: 213-627-8252

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Corporation Trust Company

  
	
   

  	
   

  	
  820 Bear
  Tavern Road

  
	
   

  	
   

  	
  West
  Trenton, NJ 08628

  
	
   

  	
   

  	
  Phone:
  609-538-1818

  
	
   

  	
   

  	
   

  
	
  Distribution Holdings, Inc.

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
  Springfield Development, LLC

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
  Millbrook Distribution Services
  Inc.

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  155 Federal Street

  
	
   

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Phone: 617-757-6400

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1200 South Pine Island Road

  
	
   

  	
   

  	
  Plantation, FL 33324

  
	
   

  	
   

  	
  Phone: 954-473-5503

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  One Corporate Center

  
	
   

  	
   

  	
  Floor 11

  
	
   

  	
   

  	
  Hartford, CT 06103-3220

  
	
   

  	
   

  	
  Phone: 860-724-9044

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  155 South Main Street

  
	
   

  	
   

  	
  Suite 301

  
	
   

  	
   

  	
  Providence, RI 02903

  
	
   

  	
   

  	
  Phone: 401-861-7400

  



 


6

















 


	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  2394 E Camelback Road

  
	
   

  	
   

  	
  Phoenix, AZ 85016

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Company

  
	
   

  	
   

  	
  124 West Capitol Avenue

  
	
   

  	
   

  	
  Suite 1900

  
	
   

  	
   

  	
  Little Rock, AR 72201-3736

  
	
   

  	
   

  	
  Phone: 501-244-9034

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Peter B. Webster (Domestic Corp)

  
	
   

  	
   

  	
  One Portland Square

  
	
   

  	
   

  	
  Portland, ME 04101

  
	
   

  	
   

  	
  Phone: 207-774-4000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  9 Capitol Street

  
	
   

  	
   

  	
  Concord, NH 03301

  
	
   

  	
   

  	
  Phone: 603-224-2341

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  400 Cornerstone Drive

  
	
   

  	
   

  	
  Suite 240

  
	
   

  	
   

  	
  Williston, VT 05495

  
	
   

  	
   

  	
  Phone: 802-878-1500

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Corporation Company

  
	
   

  	
   

  	
  1675 Broadway

  
	
   

  	
   

  	
  Suite 1200

  
	
   

  	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  	
  Phone: 303-629-250

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  818 West Seventh Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  	
  Phone: 213-627-8252

  
	
   

  	
   

  	
   

  
	
  Natural Retail Group, Inc.:

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  1200 South Pine Island Road

  
	
   

  	
   

  	
  Plantation, FL 33324

  
	
   

  	
   

  	
  Phone: 954-473-5503

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  155 Federal Street

  
	
   

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Phone: 617-757-6400

  



 


7

















 


	
   

  	
   

  	
  The Corporation Trust Incorporated

  
	
   

  	
   

  	
  351 West Camden Street

  
	
   

  	
   

  	
  Baltimore, MD 21201

  
	
   

  	
   

  	
  Phone: 410-539-2837

  
	
   

  	
   

  	
   

  
	
  Mt. Vikos, Inc.:

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  155 Federal Street

  
	
   

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
  Boston, MA 02110

  
	
   

  	
   

  	
  Phone: 617-757-6400

  
	
   

  	
   

  	
   

  
	
  Fantastic Foods, Inc.:

  	
   

  	
  C T Corporation System

  
	
   

  	
   

  	
  818 West Seventh Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90017

  
	
   

  	
   

  	
  Phone: 213-627-8252

  
	
   

  	
   

  	
   

  
	
  United Natural
  Transportation, Inc.:

  	
   

  	
  The Corporation Trust Company

  
	
   

  	
   

  	
  Corporation Trust Center

  
	
   

  	
   

  	
  1209 Orange Street

  
	
   

  	
   

  	
  Wilmington, DE 19801

  
	
   

  	
   

  	
  Phone: 302-777-0247

  
	
   

  	
   

  	
   

  
	
  UNFI Canada, Inc.:

  	
   

  	
  UNFI Canada, Inc.

  
	
   

  	
   

  	
  100 King Street West,
  Suite 6600

  
	
   

  	
   

  	
  1 First Canadian Place

  
	
   

  	
   

  	
  Toronto, Ontario M5X 1B8

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Crease Harman LLP

  
	
   

  	
   

  	
  #800-1070 Douglas Street

  
	
   

  	
   

  	
  Victoria, British Columbia V8W 2S8

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Osler, Hoskin & Harcourt
  LLP

  
	
   

  	
   

  	
  1000 De Le Gauchetiere Street
  West,

  
	
   

  	
   

  	
  Suite 2100

  
	
   

  	
   

  	
  Montreal, Quebec H3B 4W5

  



 


8















 


AMENDED AND RESTATED EXHIBIT B


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OWNED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  O

  	
   

  	
  Albert’s Organics

  	
   

  	
  Office/Warehouse

  	
   

  	
  200 Eagle Court

  	
   

  	
  Bridgeport

  	
   

  	
  NJ

  	
   

  	
  08014

  	
   

  	
  35,700

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  Albert’s Organics

  	
   

  	
  Warehouse

  	
   

  	
  3268 E. Vernon Avenue

  	
   

  	
  Vernon

  	
   

  	
  CA

  	
   

  	
  90058

  	
   

  	
  34,500

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI SDS

  	
   

  	
  Office/Warehouse

  	
   

  	
  401 Highway 43 East

  	
   

  	
  Harrison

  	
   

  	
  AR

  	
   

  	
  72601

  	
   

  	
  1,200,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  100 Lake View Court

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  30336

  	
   

  	
  327,500

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  71 Stow Drive

  	
   

  	
  Chesterfield

  	
   

  	
  NH

  	
   

  	
  03443

  	
   

  	
  319,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  260 Lake Road

  	
   

  	
  Dayville

  	
   

  	
  CT

  	
   

  	
  06241

  	
   

  	
  352,900

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  300 Lake Road

  	
   

  	
  Dayville

  	
   

  	
  CT

  	
   

  	
  06241

  	
   

  	
  90,200

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  655 Commerce Parkway

  	
   

  	
  Greenwood

  	
   

  	
  IN

  	
   

  	
  46143

  	
   

  	
  311,100

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  2340 Heinz Road

  	
   

  	
  Iowa City

  	
   

  	
  IA

  	
   

  	
  52240

  	
   

  	
  274,800

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  100 Lincoln Street

  	
   

  	
  New Oxford

  	
   

  	
  PA

  	
   

  	
  17350

  	
   

  	
  271,200

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  12745 Earhart Avenue **

  	
   

  	
  Auburn

  	
   

  	
  CA

  	
   

  	
  95602

  	
   

  	
  150,000

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  7909 S. Union Parkway

  	
   

  	
  Ridgefield

  	
   

  	
  WA

  	
   

  	
  98642

  	
   

  	
  239,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Office/Warehouse

  	
   

  	
  1101 Sunset Blvd

  	
   

  	
  Rocklin

  	
   

  	
  CA

  	
   

  	
  95765

  	
   

  	
  487,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI, Canada

  	
   

  	
  Warehouse

  	
   

  	
  35 Rue Du Parc C.P. 209

  	
   

  	
  Scotstown

  	
   

  	
  QC

  	
   

  	
  J0B 3B0

  	
   

  	
  25,000

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEASED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  Albert’s Organics

  	
   

  	
  Warehouse

  	
   

  	
  5222 Quincy Street

  	
   

  	
  Mounds View

  	
   

  	
  MN

  	
   

  	
  55112

  	
   

  	
  39,900

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  Albert’s Organics

  	
   

  	
  Office

  	
   

  	
  2450 17th Ave Suite 250

  	
   

  	
  Santa Cruz

  	
   

  	
  CA

  	
   

  	
  95062

  	
   

  	
  3,935

  	
   

  	
  No

  
	
  L

  	
   

  	
  Albert’s Organics

  	
   

  	
  Warehouse

  	
   

  	
  11922 General Dr

  	
   

  	
  Charlotte

  	
   

  	
  NC

  	
   

  	
  28273

  	
   

  	
  43,290

  	
   

  	
  Yes

  



 















 


AMENDED AND RESTATED EXHIBIT B


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
  L

  	
   

  	
  Woodstock Farms Mfg

  	
   

  	
  Office/Warehouse

  	
   

  	
  96 Executive Drive

  	
   

  	
  Edison

  	
   

  	
  NJ

  	
   

  	
  08817

  	
   

  	
  110,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  6751 Macon Road

  	
   

  	
  Columbus

  	
   

  	
  GA

  	
   

  	
  31907

  	
   

  	
  750

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  2420 E. Stop 11 Road

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46227

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  6915 S. 120th Street

  	
   

  	
  La Vista

  	
   

  	
  NE

  	
   

  	
  68128

  	
   

  	
  400

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  Office/Warehouse

  	
   

  	
  88 Huntoon Memorial Highway

  	
   

  	
  Leicester

  	
   

  	
  MA

  	
   

  	
  01524

  	
   

  	
  188,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  Warehouse

  	
   

  	
  82 Huntoon Memorial Highway

  	
   

  	
  Leicester

  	
   

  	
  MA

  	
   

  	
  01524

  	
   

  	
  35,640

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  6812 Fountain Ave., E-17

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32807

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  5837 South Garnett

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74146

  	
   

  	
  1,650

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI SDS

  	
   

  	
  MTM Storage

  	
   

  	
  19501 Arch St

  	
   

  	
  Little Rock

  	
   

  	
  AR

  	
   

  	
  72206

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  Mt. Vikos

  	
   

  	
  Office

  	
   

  	
  1291 Ocean Street

  	
   

  	
  Marshfield

  	
   

  	
  MA

  	
   

  	
  02050

  	
   

  	
  1,500

  	
   

  	
  No

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  700 Reistertown

  	
   

  	
  Baltimore

  	
   

  	
  MD

  	
   

  	
  21215

  	
   

  	
  4,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1600 Route 28

  	
   

  	
  Centerville

  	
   

  	
  MA

  	
   

  	
  02632

  	
   

  	
  3,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  108 Marlboro Ave

  	
   

  	
  Easton

  	
   

  	
  MD

  	
   

  	
  21601

  	
   

  	
  3,500

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  521 NW 13 Blvd

  	
   

  	
  Gainesville

  	
   

  	
  FL

  	
   

  	
  32601

  	
   

  	
  4,600

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1237 NW 76th Blvd

  	
   

  	
  Gainesville

  	
   

  	
  FL

  	
   

  	
  32606

  	
   

  	
  4,750

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  850 Neopolitan Way

  	
   

  	
  Naples

  	
   

  	
  FL

  	
   

  	
  34103

  	
   

  	
  4,800

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1917 E Silver Springs Blvd

  	
   

  	
  Ocala

  	
   

  	
  FL

  	
   

  	
  34470

  	
   

  	
  5,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  30555 US Highway 19N

  	
   

  	
  Palm Harbor

  	
   

  	
  FL

  	
   

  	
  34684

  	
   

  	
  12,270

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1900-2000 Tamiami Trail

  	
   

  	
  Port Charlotte

  	
   

  	
  FL

  	
   

  	
  33948

  	
   

  	
  9,600

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1930 Stickney Point Rd

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34231

  	
   

  	
  4,700

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  1279 Beneva Rd S.

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34232

  	
   

  	
  8,260

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail Store

  	
   

  	
  6651 Central Ave.

  	
   

  	
  St. Petersburg

  	
   

  	
  FL

  	
   

  	
  33710

  	
   

  	
  4,750

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-Select Nutrition

  	
   

  	
  Warehouse

  	
   

  	
  2722 Commerce Way

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19154

  	
   

  	
  100,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-Select Nutrition

  	
   

  	
  Office

  	
   

  	
  60 Charles Lindbergh Blvd

  	
   

  	
  Uniondale

  	
   

  	
  NY

  	
   

  	
  11553

  	
   

  	
  7,184

  	
   

  	
  No

  
	
  L

  	
   

  	
  Tumaro’s

  	
   

  	
  Office/Warehouse

  	
   

  	
  5300 Santa Monica Blvd.

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  90029

  	
   

  	
  5,875

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI

  	
   

  	
  Office

  	
   

  	
  555 Valley Street

  	
   

  	
  Providence

  	
   

  	
  RI

  	
   

  	
  02908

  	
   

  	
  50,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI

  	
   

  	
  Office

  	
   

  	
  1802 Bayberry Court,
  Suite 301

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23226

  	
   

  	
  1,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI, Canada

  	
   

  	
  Warehouse

  	
   

  	
  4535 Still Creek Ave

  	
   

  	
  Burnaby

  	
   

  	
  BC

  	
   

  	
  V5C 5W1

  	
   

  	
  41,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI, Canada

  	
   

  	
  Warehouse

  	
   

  	
  12757 Vulcan Way, Ste. 153, Bld
  “D”

  	
   

  	
  Richmond

  	
   

  	
  BC

  	
   

  	
  V6V 3C8

  	
   

  	
  100,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI, Canada

  	
   

  	
  Warehouse

  	
   

  	
  1035, 1037, 1045 Commerial Dr

  	
   

  	
  Vancouver

  	
   

  	
  BC

  	
   

  	
  V5L 3X1

  	
   

  	
  7,500

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI, Canada

  	
   

  	
  Warehouse

  	
   

  	
  6600 Thimens St

  	
   

  	
  St. Laurent

  	
   

  	
  QC

  	
   

  	
  H4S 1S5

  	
   

  	
  31,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI, Canada

  	
   

  	
  Office/Warehouse

  	
   

  	
  8755 Keele St

  	
   

  	
  Concord

  	
   

  	
  ON

  	
   

  	
  L4K 2N1

  	
   

  	
  135,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office

  	
   

  	
  25 Mr. Arthur Drive

  	
   

  	
  Chesterfield

  	
   

  	
  NH

  	
   

  	
  03443

  	
   

  	
  4,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office

  	
   

  	
  17 Stow Drive

  	
   

  	
  West Chesterfield

  	
   

  	
  NH

  	
   

  	
  03466

  	
   

  	
  15,200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  6100 MacIntosh Road

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34238

  	
   

  	
  345,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  225 Cross Farm Lane

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17406

  	
   

  	
  675,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  22 30th North East

  	
   

  	
  Auburn

  	
   

  	
  WA

  	
   

  	
  98002

  	
   

  	
  204,700

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  15965 & 15755 E. 32nd
  Ave.

  	
   

  	
  Aurora

  	
   

  	
  CO

  	
   

  	
  80011

  	
   

  	
  243,208

  	
   

  	
  Yes

  



 















 


AMENDED AND RESTATED EXHIBIT B


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  13204 Philadelphia St.

  	
   

  	
  Fontana

  	
   

  	
  CA

  	
   

  	
  92337

  	
   

  	
  220,200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  12745 Earhart Avenue **

  	
   

  	
  Auburn

  	
   

  	
  CA

  	
   

  	
  95602

  	
   

  	
  150,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  22150 Goldencrest Drive

  	
   

  	
  Moreno Valley

  	
   

  	
  CA

  	
   

  	
  92553

  	
   

  	
  613,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  2100 Danieldale Road

  	
   

  	
  Lancaster

  	
   

  	
  TX

  	
   

  	
  75134

  	
   

  	
  353,810

  	
   

  	
  No

  



 


** The building
located on 12745 Earhart Avenue is owned by UNFI-West.  However, the underlying land is leased.


 


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


 


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


 


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


 


UNFI Canada
commonly has inventory valued at less than $100,000 located at its manufacturer
Les Ruchers Promiel, 8862, Boul. Ste-Anne Château-Richer, Quebec, Canada G0A
1N0


 














 


AMENDED AND RESTATED EXHIBIT C


BORROWERS AND SUBSIDIARIES


FOREIGN JURISDICTIONS


 


	
   

  	
   

  	
  Foreign

  
	
  Company

  	
   

  	
  Qualifications

  
	
   

  	
   

  	
   

  
	
  BORROWERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Natural Foods, Inc.

  	
   

  	
  FL-3/26/96 (Reinstated in FL
  3/25/04); CT-4/9/96; GA-4/8/96; CO-7/24/95 (requalified in CO 5/2/03);
  PA-4/3/96; MN-10/18/02; IA-10/21/02; ND-10/24/02; CA-9/14/00; IN-6/2/03; VT -
  12/2/05; KY-1/3/06; MA-12/30/05; NH-12/30/05; NJ-12/30/05; RI-11/17/08;
  WV-11/28/05; SC-12/30/05; NY-12/30/05

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Albert’s Organics, Inc.

  	
   

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

  
	
   

  	
   

  	
   

  
	
  SUBSIDIARIES

  	
   

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  United Natural Trading Co. (d/b/a
  Woodstock Farms Manufacturing)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Distribution Holdings, Inc.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Millbrook Distribution Services
  Inc. (d/b/a UNFI Specialty Distribution Services)

  	
   

  	
  MA-8/27/99; FL-6/1/99; AR-6/2/99;
  RI-3/22/02; ME-12/1/08; NH-6/11/99; VT-6/9/99; CO-6/1/99

  
	
   

  	
   

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Natural Retail Group, Inc.

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Fantastic Foods, Inc.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Mt. Vikos, Inc.

  	
   

  	
  MA - 2/12/01

  
	
   

  	
   

  	
   

  
	
  United Natural
  Transportation, Inc.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  UNFI Canada, Inc.

  	
   

  	
  Extra provincially qualified in
  Ontario, British Columbia and Quebec in May 2010

  



 















 


AMENDED AND RESTATED EXHIBIT D


BORROWERS AND SUBSIDIARIES


CAPITAL STRUCTURE


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  # of Shares Authorized

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  	
  Jurisdiction

  
	
  Company

  	
   

  	
  Class of Stock

  	
   

  	
  # of Shares Authorized

  	
   

  	
  # of Shares Outstanding

  	
   

  	
  But Un-issued

  	
   

  	
  Shareholder/Member

  	
   

  	
  Owned

  	
   

  	
  of Formation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Foods, Inc.
  (“UNFI”)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Delaware

  
	
  (Greater than 5% Ownership)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Common

  	
   

  	
  100,000,000

  	
   

  	
  43,317,513
  *

  	
   

  	
  56,682,487

  	
   

  	
  FMR LLC**

  	
   

  	
  9.77%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BlackRock
  Global Investors**

  	
   

  	
  6.95%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Jennison
  Associates LLC**

  	
   

  	
  5.80%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Employee
  Stock Ownership Trust***

  	
   

  	
  5.80%

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Preferred

  	
   

  	
  5,000,000

  	
   

  	
  -

  	
   

  	
  5,000,000

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Albert’s Organics, Inc.

  	
   

  	
  Voting

  	
   

  	
  99,500

  	
   

  	
  579.36

  	
   

  	
  98,920.64

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
  Non-Voting

  	
   

  	
  500

  	
   

  	
  -

  	
   

  	
  500.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  Common

  	
   

  	
  100,000

  	
   

  	
  1

  	
   

  	
  99,999

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Trading Co. (d/b/a
  Woodstock Farms Manufacturing)

  	
   

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  1,000

  	
   

  	
  9,000

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution Holdings, Inc.

  	
   

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  100

  	
   

  	
  9,900

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Millbrook Distribution Services
  Inc. (d/b/a UNFI Specialty Distribution Services)

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  N/A

  	
   

  	
  Distribution
  Holdings, Inc.

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural Retail Group, Inc.

  	
   

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  1,000

  	
   

  	
  9,000

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fantastic Foods, Inc.

  	
   

  	
  Common

  	
   

  	
  20,000,000

  	
   

  	
  1,000

  	
   

  	
  19,999,000

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  California

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mt. Vikos, Inc.

  	
   

  	
  Common

  	
   

  	
  400,000

  	
   

  	
  362,605

  	
   

  	
  37,395

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Transportation Co.

  	
   

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  1,000

  	
   

  	
  9,000

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNFI Canada, Inc.

  	
   

  	
  Common

  	
   

  	
  Unlimited

  	
   

  	
  100

  	
   

  	
  Unlimited

  	
   

  	
  UNFI

  	
   

  	
  100%

  	
   

  	
  Canada

  



 


*  As of June 7, 2010


** As of March 31,
2010


*** As of November 17,
2009


 


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


 














 


AMENDED AND RESTATED EXHIBIT E


 


ALTERNATE CORPORATE NAMES, MERGERS


and STATE ID #s


Alternate Names:


 


Borrowers


 


 


1.                                   United Natural Foods, Inc. (“UNF”)
was formerly known as Cornucopia Natural Foods, Inc. and has previously
done 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 has previously done 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 nationally under the name “Select
Nutrition Distributors”.


 


UNF is the survivor by merger of the
following subsidiaries:


 


Stow Mills, Inc.


Select Nutrition Distributors, Inc.


 


In January 2008, UNF purchased
all the assets of Tumaro’s Gourmet Tortillas, and utilizes the name Tumaro’s
Gourmet Tortillas nationally.


 


 


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


 


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


 


Subsidiaries


 


 


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


 

















 


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


 


NutraSource, Inc.


Rainbow
Natural Foods, Inc.


 


In the State of Colorado, United
Natural Foods West, Inc. has previously done business under the following
trade names:


 


Rainbow Natural Foods Distributing, Ltd.


Rainbow Distributing, Ltd.


Rainbow Foods Distributing, Ltd.


 


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


 


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


 


Florida:


 


Sunsplash Market


Sunsplash Natural Foods For Less


Mother Earth Market


The Granary


Natures Finest Foods


Palm Harbor Natural Foods


Waterfront Market


Port Charlotte 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, Inc., a
Florida corporation;


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


 


4.                                   Springfield Development, LLC was
formerly known as United Northeast LLC.


 


5.                                   Millbrook Distribution Services, Inc.
operates under the name UNFI Specialty Distribution Services.


 


6.                                   UNFI Canada, Inc.: On the date
that UNFI Canada, Inc. was incorporated, May 5, 2010, its name was
immediately changed from its numbered company name, 7508956 Canada Inc., to
UNFI Canada, Inc.


 


 


State ID #s:


 


	
  BORROWERS:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  2377138

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Albert’s Organics, Inc.

  	
   

  	
  California

  	
   

  	
  C1326751

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARIES:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Foods
  West, Inc.

  	
   

  	
  California

  	
   

  	
  C1657486

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  Delaware

  	
   

  	
  2852049

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
  4230723

  	
   

  	
  Corporation

  



 

















 


	
  Springfield Development LLC

  	
   

  	
  Delaware

  	
   

  	
  3579704

  	
   

  	
  Limited Liability Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Millbrook Distribution Services
  Inc.

  	
   

  	
  Delaware

  	
   

  	
  2882792

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural Retail Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
  2345969

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fantastic Foods, Inc.

  	
   

  	
  California

  	
   

  	
  C0830190

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mt. Vikos, Inc.

  	
   

  	
  Delaware

  	
   

  	
  3318140

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Natural Transportation Co.

  	
   

  	
  Delaware

  	
   

  	
  3030713

  	
   

  	
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNFI Canada, Inc.

  	
   

  	
  Canada

  	
   

  	
  7508956

  	
   

  	
  Corporation

  



 















 


AMENDED AND RESTATED EXHIBIT E


BORROWERS AND SUBSIDIARIES


CORPORATE NAMES & EINs


 


	
   

  	
   

  	
   

  	
   

  	
  Parent

  	
   

  	
  State/Country

  	
   

  	
  Date of

  	
   

  	
   

  
	
  Company

  	
   

  	
  Chief Executive Office

  	
   

  	
  Company

  	
   

  	
  of Incorporation

  	
   

  	
  Incorporation

  	
   

  	
  EIN/GST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  Natural Foods, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  N/A

  	
   

  	
  Delaware

  	
   

  	
  2/11/1994

  	
   

  	
  05-0376157

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Albert’s
  Organics, Inc.

  	
   

  	
  200
  Eagle Court, Bridgeport, NJ 08014

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  California

  	
   

  	
  12/19/1984

  	
   

  	
  95-3934152

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 Woodstock Farms Manufacturing)

  	
   

  	
  96
  Executive Drive, Edison, NJ 08817

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  1/28/1998

  	
   

  	
  06-1505797

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution
  Holdings, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  10/5/2006

  	
   

  	
  65-1296934

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Millbrook
  Distribution Services Inc. (d/b/a UNFI Specialty Distribution Services)

  	
   

  	
  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)

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  11/6/2002

  	
   

  	
  13-4221549

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural
  Retail Group, Inc.

  	
   

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

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  8/2/1993

  	
   

  	
  06-1383344

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fantastic
  Foods, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  California

  	
   

  	
  10/24/1977

  	
   

  	
  94-2447092

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mt.
  Vikos, Inc.

  	
   

  	
  1291
  Ocean St., Marshfield, MA 02050

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  11/28/2000

  	
   

  	
  04-3540616

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  Natural Transportation Co.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  4/16/1999

  	
   

  	
  52-2349493

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNFI
  Canada, Inc.

  	
   

  	
  8755
  Keele St., Concord, Ontario L4K 2N1

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Canada

  	
   

  	
  5/5/2010

  	
   

  	
  813473253

  



 


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


 















 


AMENDED AND RESTATED EXHIBIT F


BORROWERS AND SUBSIDIARIES


CORPORATE NAMES & EINs


 


	
   

  	
   

  	
   

  	
   

  	
  Parent

  	
   

  	
  State/Country

  	
   

  	
  Date of

  	
   

  	
   

  
	
  Company

  	
   

  	
  Chief Executive Office

  	
   

  	
  Company

  	
   

  	
  of Incorporation

  	
   

  	
  Incorporation

  	
   

  	
  EIN/GST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  Natural Foods, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  N/A

  	
   

  	
  Delaware

  	
   

  	
  2/11/1994

  	
   

  	
  05-0376157

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Albert’s
  Organics, Inc.

  	
   

  	
  200
  Eagle Court, Bridgeport, NJ 08014

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  California

  	
   

  	
  12/19/1984

  	
   

  	
  95-3934152

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSIDIARIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 Woodstock Farms Manufacturing)

  	
   

  	
  96
  Executive Drive, Edison, NJ 08817

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  1/28/1998

  	
   

  	
  06-1505797

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution
  Holdings, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  10/5/2006

  	
   

  	
  65-1296934

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Millbrook
  Distribution Services Inc. (d/b/a UNFI Specialty Distribution Services)

  	
   

  	
  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)

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  11/6/2002

  	
   

  	
  13-4221549

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natural
  Retail Group, Inc.

  	
   

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

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  8/2/1993

  	
   

  	
  06-1383344

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fantastic
  Foods, Inc.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  California

  	
   

  	
  10/24/1977

  	
   

  	
  94-2447092

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mt.
  Vikos, Inc.

  	
   

  	
  1291
  Ocean St., Marshfield, MA 02050

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  11/28/2000

  	
   

  	
  04-3540616

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  Natural Transportation Co.

  	
   

  	
  313
  Iron Horse Way, Providence, RI 02908

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Delaware

  	
   

  	
  4/16/1999

  	
   

  	
  52-2349493

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNFI
  Canada, Inc.

  	
   

  	
  8755
  Keele St., Concord, Ontario L4K 2N1

  	
   

  	
  United
  Natural Foods, Inc.

  	
   

  	
  Canada

  	
   

  	
  5/5/2010

  	
   

  	
  813473253

  



 


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


 














 


AMENDED AND RESTATED EXHIBIT I


 


United Natural Foods, Inc. Divisions and Subsidiaries


 


List of Leases


 


Leases
are listed by Subsidiary/Division in alphabetical order and within each
category first by state/province and within states/provinces by location (city
or town) in alphabetical order.


 


Alberts
Organics, Inc.


 


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


 


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


 


3.                                   Industrial Lease dated April 22, 2009 between
W.T. Charlotte, L.L.C. and Albert’s Organics, Inc. for property located at
11922 General Drive, Charlotte, North Carolina


 


Millbrook
Distribution Services, Inc.


 


4.                                   Month to month Rental and Security Agreement between
Heather Oleson (on behalf of Millbrook Distribution Services Inc.) and Arch
Street Mini-Storage for property located at 19501 Arch Street, Little Rock, AR


 


5.                                   Oral month to month storage agreement between
A&H Industrial Park and Millbrook Distribution Services Inc. for property
located at 6812 Fountain Avenue, Orlando, Florida


 


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


 


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


 


8.                                   Lease dated December 1, 1986 between RDJ Realty
Trust and Millbrook Distribution Services Inc. (successor to Millbrook
Distributors, Inc.) for 


 


1

















 


property located at 88 Huntoon Memorial Highway, Leicester, Massachusetts


 


9.                                   Lease dated December 11, 2007 between Minuteman
Packaging Corp. and Millbrook Distribution Services Inc. for property located
at 82 Huntoon Memorial Highway, Leicester, Massachusetts


 


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


 


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


 


Mt.
Vikos, Inc.


 


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


 


 


Natural
Retail Group, Inc.


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


Select
Nutrition Distributors Division


 


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


 


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


 


Tumaro’s
Division


 


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


 


3

















 


UNFI
Canada, Inc.


 


**Note: In connection with the purchase
of substantially all of the assets of the Canadian food distribution business
of SunOpta Inc.’s Distribution Group business, together with substantially all
of the assets of Drive Organics Corp., the following real estate leases were
assigned to and/or assumed by the UNFI Canada, Inc.


 


 


28.                          Lease Agreement by and between Pro Organics
Marketing Inc. and T Three Properties Ltd. dated October 10, 2003, as
amended by that certain Renewal and Amendment of Lease dated October 10,
2008, by and between SunOpta Inc., successor-in-interest to Pro Organics
Marketing Inc. (collectively, “Tenant”) and Altamont Properties Ltd.,
successor-in-interest to T Three Properties Ltd. (collectively, “Landlord) in
respect of a lease of 4535 Still Creek Ave., Burnaby, B.C., V5C 5W1.


 


29.                          Lease Agreement between SunOpta Inc. (“Tenant”), and
Sun Life Assurance Company of Canada. (the “Landlord”) in respect of a lease of
12757 Vulcan Way, Suite 153, Building “D”, Richmond, B.C., as amended by
that certain Lease Amending Agreement, dated April 10, 2008.


 


30.                          Lease Agreement between Drive Organics Corporation (“Tenant”),
Sook Hing Lee and Gordon Lee (collectively the “Landlord”) and 632100 B.C. Ltd
dated July 15, 2002, as amended by that certain Lease Summary (undated) in
respect of a lease of 1035, 1037 and 1045 Commercial Drive, Vancouver, B.C.


 


31.                          Lease Agreement by and between SunOpta Inc. (the “Tenant”)
and Les Importations Cacheres Hahamovitch Inc. (the “Landlord”) dated December 22,
2005, in respect of a lease of 6600 Thimens, St. Laurent, Quebec, extended by
written notice on June 10, 2009


 


32.                          Lease Agreement between SunOpta Inc.
(successor-by-merger to Supreme Foods Ltd.) (collectively “Tenant”), Tilzen
Holdings Ltd. (the “Landlord”) and SunOpta Inc. dated June 23, 2004 in
respect of a lease of Lot 12, Concession 3, designated as Part 7 on Plan
65h-21817, City of Vaughan, Regional Municipality of York (8755 Keele Street).


 


United
Natural Foods, Inc.


 


33.                          Industrial Site Lease dated May 18, 1992
between City of Auburn, California and United Natural Foods, Inc.
(assignee of Panatonni-Catlin Venture IV) for property located at the Auburn
Airport Industrial Park, California


 


4

















 


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


 


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


 


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


 


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


 


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


 


39.                          Lease dated April 28, 2010 between V.E.
Properties V, LLC and United Natural Foods, Inc. for property located at
17 Stow Drive, West Chesterfield, New Hampshire


 


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


 


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


 


42.                          Lease Agreement dated September 30, 2009
between ProLogis and United Natural Foods for property located at 2100
Danieldale Road, Lancaster, TX


 


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


 


44.                          Oral office sublease for 1802 Bayberry Court, Suite 301,
Richmond, VA


 


Woodstock
Farms Manufacturing Division (f/k/a Hershey Imports Company)


 


45.                          Agreement of Lease dated January 24, 2002
between Two Seventy – M- Edison and United Natural Trading Co. d/b/a Woodstock
Farms 


 


5

















 


Manufacturing for property located at 96 Executive Drive, Edison, New
Jersey


 


6















 


AMENDED AND RESTATED EXHIBIT I


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OWNED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  O

  	
   

  	
  Albert’s
  Organics

  	
   

  	
  Office/Warehouse

  	
   

  	
  200
  Eagle Court

  	
   

  	
  Bridgeport

  	
   

  	
  NJ

  	
   

  	
  08014

  	
   

  	
  35,700

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  Albert’s
  Organics

  	
   

  	
  Warehouse

  	
   

  	
  3268
  E. Vernon Avenue

  	
   

  	
  Vernon

  	
   

  	
  CA

  	
   

  	
  90058

  	
   

  	
  34,500

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI
  SDS

  	
   

  	
  Office/Warehouse

  	
   

  	
  401
  Highway 43 East

  	
   

  	
  Harrison

  	
   

  	
  AR

  	
   

  	
  72601

  	
   

  	
  1,200,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  100
  Lake View Court

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  30336

  	
   

  	
  327,500

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  71
  Stow Drive

  	
   

  	
  Chesterfield

  	
   

  	
  NH

  	
   

  	
  03443

  	
   

  	
  319,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  260
  Lake Road

  	
   

  	
  Dayville

  	
   

  	
  CT

  	
   

  	
  06241

  	
   

  	
  352,900

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  300
  Lake Road

  	
   

  	
  Dayville

  	
   

  	
  CT

  	
   

  	
  06241

  	
   

  	
  90,200

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  655
  Commerce Parkway

  	
   

  	
  Greenwood

  	
   

  	
  IN

  	
   

  	
  46143

  	
   

  	
  311,100

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  2340
  Heinz Road

  	
   

  	
  Iowa
  City

  	
   

  	
  IA

  	
   

  	
  52240

  	
   

  	
  274,800

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  100
  Lincoln Street

  	
   

  	
  New
  Oxford

  	
   

  	
  PA

  	
   

  	
  17350

  	
   

  	
  271,200

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  12745
  Earhart Avenue **

  	
   

  	
  Auburn

  	
   

  	
  CA

  	
   

  	
  95602

  	
   

  	
  150,000

  	
   

  	
  No

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  7909
  S. Union Parkway

  	
   

  	
  Ridgefield

  	
   

  	
  WA

  	
   

  	
  98642

  	
   

  	
  239,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI-West

  	
   

  	
  Office/Warehouse

  	
   

  	
  1101
  Sunset Blvd

  	
   

  	
  Rocklin

  	
   

  	
  CA

  	
   

  	
  95765

  	
   

  	
  487,000

  	
   

  	
  Yes

  
	
  O

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Warehouse

  	
   

  	
  35
  Rue Du Parc C.P. 209

  	
   

  	
  Scotstown

  	
   

  	
  QC

  	
   

  	
  J0B 3B0

  	
   

  	
  25,000

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEASED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  Albert’s
  Organics

  	
   

  	
  Warehouse

  	
   

  	
  5222
  Quincy Street

  	
   

  	
  Mounds
  View

  	
   

  	
  MN

  	
   

  	
  55112

  	
   

  	
  39,900

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  Albert’s
  Organics

  	
   

  	
  Office

  	
   

  	
  2450
  17th Ave Suite 250

  	
   

  	
  Santa
  Cruz

  	
   

  	
  CA

  	
   

  	
  95062

  	
   

  	
  3,935

  	
   

  	
  No

  
	
  L

  	
   

  	
  Albert’s
  Organics

  	
   

  	
  Warehouse

  	
   

  	
  11922
  General Dr

  	
   

  	
  Charlotte

  	
   

  	
  NC

  	
   

  	
  28273

  	
   

  	
  43,290

  	
   

  	
  Yes

  



 















 


AMENDED AND RESTATED EXHIBIT I


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
  L

  	
   

  	
  Woodstock
  Farms Mfg

  	
   

  	
  Office/Warehouse

  	
   

  	
  96
  Executive Drive

  	
   

  	
  Edison

  	
   

  	
  NJ

  	
   

  	
  08817

  	
   

  	
  110,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  6751
  Macon Road

  	
   

  	
  Columbus

  	
   

  	
  GA

  	
   

  	
  31907

  	
   

  	
  750

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  2420
  E. Stop 11 Road

  	
   

  	
  Indianapolis

  	
   

  	
  IN

  	
   

  	
  46227

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  6915
  S. 120th Street

  	
   

  	
  La
  Vista

  	
   

  	
  NE

  	
   

  	
  68128

  	
   

  	
  400

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  Office/Warehouse

  	
   

  	
  88
  Huntoon Memorial Highway

  	
   

  	
  Leicester

  	
   

  	
  MA

  	
   

  	
  01524

  	
   

  	
  188,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  Warehouse

  	
   

  	
  82
  Huntoon Memorial Highway

  	
   

  	
  Leicester

  	
   

  	
  MA

  	
   

  	
  01524

  	
   

  	
  35,640

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  6812
  Fountain Ave., E-17

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  32807

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  5837
  South Garnett

  	
   

  	
  Tulsa

  	
   

  	
  OK

  	
   

  	
  74146

  	
   

  	
  1,650

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI
  SDS

  	
   

  	
  MTM
  Storage

  	
   

  	
  19501
  Arch St

  	
   

  	
  Little
  Rock

  	
   

  	
  AR

  	
   

  	
  72206

  	
   

  	
  200

  	
   

  	
  No

  
	
  L

  	
   

  	
  Mt.
  Vikos

  	
   

  	
  Office

  	
   

  	
  1291
  Ocean Street

  	
   

  	
  Marshfield

  	
   

  	
  MA

  	
   

  	
  02050

  	
   

  	
  1,500

  	
   

  	
  No

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  700
  Reistertown

  	
   

  	
  Baltimore

  	
   

  	
  MD

  	
   

  	
  21215

  	
   

  	
  4,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1600
  Route 28

  	
   

  	
  Centerville

  	
   

  	
  MA

  	
   

  	
  02632

  	
   

  	
  3,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  108
  Marlboro Ave

  	
   

  	
  Easton

  	
   

  	
  MD

  	
   

  	
  21601

  	
   

  	
  3,500

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  521
  NW 13 Blvd

  	
   

  	
  Gainesville

  	
   

  	
  FL

  	
   

  	
  32601

  	
   

  	
  4,600

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1237
  NW 76th Blvd

  	
   

  	
  Gainesville

  	
   

  	
  FL

  	
   

  	
  32606

  	
   

  	
  4,750

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  850
  Neopolitan Way

  	
   

  	
  Naples

  	
   

  	
  FL

  	
   

  	
  34103

  	
   

  	
  4,800

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1917
  E Silver Springs Blvd

  	
   

  	
  Ocala

  	
   

  	
  FL

  	
   

  	
  34470

  	
   

  	
  5,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  30555
  US Highway 19N

  	
   

  	
  Palm
  Harbor

  	
   

  	
  FL

  	
   

  	
  34684

  	
   

  	
  12,270

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1900-2000
  Tamiami Trail

  	
   

  	
  Port
  Charlotte

  	
   

  	
  FL

  	
   

  	
  33948

  	
   

  	
  9,600

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1930
  Stickney Point Rd

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34231

  	
   

  	
  4,700

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  1279
  Beneva Rd S.

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34232

  	
   

  	
  8,260

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  NRG

  	
   

  	
  Retail
  Store

  	
   

  	
  6651
  Central Ave.

  	
   

  	
  St.
  Petersburg

  	
   

  	
  FL

  	
   

  	
  33710

  	
   

  	
  4,750

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-Select
  Nutrition

  	
   

  	
  Warehouse

  	
   

  	
  2722
  Commerce Way

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  19154

  	
   

  	
  100,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-Select
  Nutrition

  	
   

  	
  Office

  	
   

  	
  60
  Charles Lindbergh Blvd

  	
   

  	
  Uniondale

  	
   

  	
  NY

  	
   

  	
  11553

  	
   

  	
  7,184

  	
   

  	
  No

  
	
  L

  	
   

  	
  Tumaro’s

  	
   

  	
  Office/Warehouse

  	
   

  	
  5300
  Santa Monica Blvd.

  	
   

  	
  Los
  Angeles

  	
   

  	
  CA

  	
   

  	
  90029

  	
   

  	
  5,875

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI

  	
   

  	
  Office

  	
   

  	
  555
  Valley Street

  	
   

  	
  Providence

  	
   

  	
  RI

  	
   

  	
  02908

  	
   

  	
  50,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI

  	
   

  	
  Office

  	
   

  	
  1802
  Bayberry Court, Suite 301

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  23226

  	
   

  	
  1,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Warehouse

  	
   

  	
  4535
  Still Creek Ave

  	
   

  	
  Burnaby

  	
   

  	
  BC

  	
   

  	
  V5C 5W1

  	
   

  	
  41,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Warehouse

  	
   

  	
  12757
  Vulcan Way, Ste. 153, Bld “D”

  	
   

  	
  Richmond

  	
   

  	
  BC

  	
   

  	
  V6V 3C8

  	
   

  	
  100,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Warehouse

  	
   

  	
  1035,
  1037, 1045 Commerial Dr

  	
   

  	
  Vancouver

  	
   

  	
  BC

  	
   

  	
  V5L 3X1

  	
   

  	
  7,500

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Warehouse

  	
   

  	
  6600
  Thimens St

  	
   

  	
  St.
  Laurent

  	
   

  	
  QC

  	
   

  	
  H4S 1S5

  	
   

  	
  31,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI,
  Canada

  	
   

  	
  Office/Warehouse

  	
   

  	
  8755
  Keele St

  	
   

  	
  Concord

  	
   

  	
  ON

  	
   

  	
  L4K 2N1

  	
   

  	
  135,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office

  	
   

  	
  25
  Mr. Arthur Drive

  	
   

  	
  Chesterfield

  	
   

  	
  NH

  	
   

  	
  03443

  	
   

  	
  4,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office

  	
   

  	
  17
  Stow Drive

  	
   

  	
  West
  Chesterfield

  	
   

  	
  NH

  	
   

  	
  03466

  	
   

  	
  15,200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Office/Warehouse

  	
   

  	
  6100
  MacIntosh Road

  	
   

  	
  Sarasota

  	
   

  	
  FL

  	
   

  	
  34238

  	
   

  	
  345,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-East

  	
   

  	
  Warehouse

  	
   

  	
  225
  Cross Farm Lane

  	
   

  	
  York

  	
   

  	
  PA

  	
   

  	
  17406

  	
   

  	
  675,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  22
  30th North East

  	
   

  	
  Auburn

  	
   

  	
  WA

  	
   

  	
  98002

  	
   

  	
  204,700

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  15965 &
  15755 E. 32nd Ave.

  	
   

  	
  Aurora

  	
   

  	
  CO

  	
   

  	
  80011

  	
   

  	
  243,208

  	
   

  	
  Yes

  



 















 


AMENDED AND RESTATED EXHIBIT I


BORROWERS AND SUBSIDIARIES


BUSINESS LOCATIONS


 


	
  Owned/

  Leased

  	
   

  	
  Entity

  	
   

  	
  Use

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State/

  Province

  	
   

  	
  Zip

  	
   

  	
  Sq. Ft.

  	
   

  	
  Inventory in

  Excess of

  $100,000

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  13204
  Philadelphia St.

  	
   

  	
  Fontana

  	
   

  	
  CA

  	
   

  	
  92337

  	
   

  	
  220,200

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  12745
  Earhart Avenue **

  	
   

  	
  Auburn

  	
   

  	
  CA

  	
   

  	
  95602

  	
   

  	
  150,000

  	
   

  	
  No

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  22150
  Goldencrest Drive

  	
   

  	
  Moreno
  Valley

  	
   

  	
  CA

  	
   

  	
  92553

  	
   

  	
  613,000

  	
   

  	
  Yes

  
	
  L

  	
   

  	
  UNFI-West

  	
   

  	
  Warehouse

  	
   

  	
  2100
  Danieldale Road

  	
   

  	
  Lancaster

  	
   

  	
  TX

  	
   

  	
  75134

  	
   

  	
  353,810

  	
   

  	
  No

  



 


** The building located on 12745 Earhart Avenue is owned by
UNFI-West.  However, the underlying land
is leased.


 


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


 


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


 


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


 


UNFI Canada commonly has inventory valued at less than
$100,000 located at its manufacturer Les Ruchers Promiel, 8862, Boul. Ste-Anne
Château-Richer, Quebec, Canada G0A 1N0


 














 


AMENDED AND RESTATED EXHIBIT M


 


GUARANTEES


 


 


UNF
has guaranteed the obligations of the ESOT under the Loan Agreement dated November 1,
1988, as amended on April 7, 2010, between the ESOT and Norman Cloutier,
Steven Townsend, Daniel Atwood and Theodore Cloutier; original principal amount
of the Note issued under the Loan Agreement is $4,080,000.


 


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


 


UNF
has agreed to guarantee the obligations of UNFI Canada, Inc. under the
terms of that certain lease agreement between SunOpta Inc. (successor-by-merger
to Supreme Foods Ltd.) (collectively “Tenant”), Tilzen Holdings Ltd. (the “Landlord”)
and SunOpta Inc. dated June 23, 2004 in respect of a lease of Lot 12,
Concession 3, designated as Part 7 on Plan 65h-21817, City of Vaughan,
Regional Municipality of York, which agreement was assigned to UNFI Canada, Inc.
in connection with the closing of UNFI Canada, Inc.’s acquisition of
certain of the assets of SunOpta Inc.