Exhibit 10.32


April 30, 2004


United Natural Foods, Inc.

260 Lake Road 

Dayville, CT 06241


Stow Mills, Inc.

70 Stow Drive 

Chesterfield, NH 03443


United Natural Foods Pennsylvania, Inc. 

70 Stow Drive

Chesterfield, NH 03443


Albert’s Organics, Inc. 

3268 East Vernon Avenue 

Vernon, CA 90058


Attention: Rick Puckett, Chief Financial Officer


RE:  Third
Amendment to Term Loan Agreement Dear Rick:


Reference is made to that certain Term Loan Agreement dated as of April 28,
2003 as amended by the Amendment to Term Loan Agreement dated August 26,
2003 and by the Second Amendment to Term Loan Agreement dated December 18,
2003 (the “Loan Agreement”) among United Natural Foods, Inc. (“UNFI”),
Stow Mills, Inc. (“SMI”), United Natural Foods Pennsylvania, Inc. (“UNFPA”)
and Albert’s Organics, Inc. (“Albert’s” and together with UNFI, SMI and
UNFPA, the “Borrowers”) and Fleet Capital Corporation (the “Lender”). Capitalized
terms not defined herein shall have the meanings ascribed thereto in the Loan
Agreement. This Third Amendment to Term Loan Agreement shall be referred to as
the “Third Amendment”.


The Borrowers have
requested that the Lender agree to amend the Loan Agreement in connection with
the amendment and restatement of the Working Capital Facility.


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


a.      Section 6.2.7
of the Loan Agreement is deleted and replaced with the following:


“6.2.7          Distributions.   Declare or
make, or permit any Subsidiary of Borrowers to declare or make, any
Distributions except (a) Distributions made by a wholly-owned Subsidiary of a Borrower to
such Borrower in the ordinary course of business, (b) dividends made in
the form of common stock of a Borrower (so long as after giving effect thereto
no Default or Event of Default shall exist or shall occur as a result thereof),
(c) repurchases by UNFI of its common stock from time to time, and (d) dividends
paid in cash provided that Borrowers shall give the Lender not less than thirty
(30) days prior notice before any action is taken to approve and/or declare any
such cash dividend and with such notice furnish the Lender with pro forma
financial statements demonstrating that after giving effect to the proposed
cash dividend no Default or Event of Default shall exist or shall occur as a
result thereof and Borrowers shall have Availability (as defined under the
Working Capital Facility) of at least $20,000,000 at the time such cash
dividend is declared and at the time such cash dividend is paid.”


b.      Section 6.3.2 of the Loan Agreement
is deleted and replaced with the following:


“6.3.2          Minimum Net Worth.   Maintain a
Net Worth on a Consolidated basis of not less than:  (i) as of the last day of the fiscal
quarter ended January 31, 2004, $200,000,000; (ii) as of the last day
of the fiscal quarter ending April 30, 2004, $200,000,000 plus twenty-five
percent (25%) of the Consolidated net earnings (but not loss) of the Borrowers,
as determined in accordance 













with GAAP, for such fiscal
quarter and (iii) as of the end of each succeeding fiscal quarter,
$200,000,000 plus the Consolidated net earnings amount as calculated pursuant
hereto for all the preceding fiscal quarters commencing with the fiscal quarter
ending April 30, 2004 plus twenty-five percent (25%) of the
Consolidated net earnings (but not loss) of the Borrowers, as determined in
accordance with GAAP, for such succeeding fiscal quarter.”


c.      The definition of
Distribution in Appendix A to the Loan Agreement is deleted and replaced with
the following:


“Distribution—in
respect of any entity means and includes:  (i) the
payment of any dividends or other distributions on capital stock or other
equity interests of such entity (except distributions in such stock or equity
interests) and (ii) the redemption,
repurchase or other acquisition or retirement of any of the capital stock or
other equity securities of such entity at any time outstanding unless made
contemporaneously from the net proceeds of the sale of shares of its capital
stock or membership interests.”


d.      The definition of Fixed Charge Coverage
Ratio in Appendix A to the Loan Agreement is amended to add the following
clause (iii) to the end thereof.


“and (iii) all
Distributions, if any, paid in cash.”


e.      The definition of Net Worth in Appendix A
to the Loan Agreement is deleted and replaced with the following:


“Net Worth”—the shareholders’ equity, excluding treasury
stock, of a Person as determined in accordance with GAAP.”


f.       The definition of
Working Capital Facility in Appendix A to the Loan Agreement is deleted and
replaced with the following:


“Working Capital Facility—the $250,000,000 working capital
line of credit evidenced by a certain Amended and Restated Loan and Security
Agreement dated April   , 2004 by and among the Borrowers, the Guarantors
and Lender as Agent for itself and the other lenders party thereto.


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


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


a.      Incorporation of Representations and Warranties.   The
representations and warranties of the Borrowers contained in the Loan
Agreement, except for any changes resulting only from the passage of time and
which do not otherwise constitute a Default or Event of Default hereunder, are
true and correct on and as of the date hereof as though made on and as of the
date hereof and such representations and warranties are hereto incorporated in
this Third Amendment to Loan Agreement as though fully set forth herein.


3.     Miscellaneous.


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



 2
 









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


c.      Loan Document.   This
Third Amendment to Loan Agreement and all other documents executed in
connection herewith are “Loan Documents” as such term is defined in the Loan Agreement. This Third Amendment shall be
governed by the laws of the State of Connecticut. This Third Amendment to Loan
Agreement and the other documents executed and delivered in connection herewith
set forth the entire agreement of the parties with respect to the subject
matter thereof and supersede any prior agreement and contemporaneous oral
agreements of the parties concerning their subject matter.


[remainder of page intentionally left blank]



 3















IN
WITNESS WHEREOF, the parties have executed this Third Amendment to Loan
Agreement as of the date first above written.


	
  BORROWERS:

  	
  UNITED NATURAL FOODS,
  INC.

  
	
   

  	
  By:

  	
  /s/ RICK PUCKETT

  
	
   

  	
  Name:

  	
  Rick Puckett

  
	
   

  	
  Title: 

  	
  Chief Financial Officer

  
	
   

  	
  STOW
  MILLS, INC.

  
	
   

  	
  By:

  	
  /s/ RICK PUCKETT

  
	
   

  	
  Name:

  	
  Rick Puckett

  
	
   

  	
  Title: 

  	
  Chief Financial Officer

  
	
   

  	
  UNITED
  NATURAL FOODS

  
	
   

  	
  PENNSYLVANIA, INC.

  
	
   

  	
  By: 

  	
  /s/ RICK PUCKETT

  
	
   

  	
  Name:

  	
  Rick Puckett

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
  ALBERT’S
  ORGANICS, INC.

  
	
   

  	
  By:

  	
  /s/ RICK PUCKETT

  
	
   

  	
  Name:

  	
  Rick Puckett

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
  LENDER:

  	
  FLEET
  CAPITAL CORPORATION

  
	
   

  	
  By:

  	
  /s/ KIM B. BUSHEY

  
	
   

  	
  Name:

  	
  Kim B. Bushey

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Signature
Page to Third Amendment to Loan Agreement]













RATIFICATION OF
GUARANTY AGREEMENT


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


IN
WITNESS WHEREOF, the parties have executed the Ratification of Guaranty
Agreement on this 30th
day of April, 2004.


	
  

  	
  NATURAL RETAIL GROUP, INC.

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  UNITED
  NATURAL TRADING CO.

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  MOUNTAIN
  PEOPLE’S WAREHOUSE INCORPORATED

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  NUTRASOURCE,
  INC.

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  RAINBOW
  NATURAL FOODS, INC.

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  UNITED
  NORTHEAST, Llc

  
	
   

  	
  By:

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 













April 30, 2004


Fleet Capital Corporation

200 Glastonbury Boulevard 

Glastonbury, CT 06033


Attention:
Northeast Loan Administration


Re:       Participation Agreement
dated April 30, 2003 as amended (“Participation Agreement”) between Fleet
Capital Corporation (“Lender”) and Cooperatieve Centrale Raiffeisen­Boerenleenbank
B.A., “Rabobank International”, New York Branch (“Participant”)


Ladies and Gentlemen:


The Participant acknowledges receipt of the Third
Amendment to Term Loan Agreement dated as of the date hereof (“Third Amendment”)
and the Second Amendment to Intercreditor Agreement (“Second Amendment”),
copies of which are attached hereto, pursuant to which certain amendments have
been made to reflect the amendment and restatement of the Working Capital
Facility (as defined in the Term Loan Agreement). The Participant consents to
the terms and conditions of the Third Amendment and Second Amendment.


The Participant agrees
that the Participation Agreement is ratified, confirmed and approved and shall
continue in full force and effect.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]













 


 


	
  

  	
  COOPERATIEVE  CENTRALE  RAIFFEISEN-BOERENLEENBANK
  B.A., “RABOBANK  INTERNATIONAL”, NEW  YORK
  BRANCH

  
	
   

  	
  By: 

  	
  /s/ THEODORE W. COX

  
	
   

  	
  Name:

  	
  THEODORE W. COX

  
	
   

  	
  Title:

  	
  EXECUTIVE DIRECTOR

  
	
   

  	
  By:

  	
  /s/ REBECCA O. MORROW

  
	
   

  	
  Name:

  	
  Rebecca O. Morrow

  
	
   

  	
  Title: 

  	
  Executive Director

  
	
  ACCEPTED:

  	
   

  	
   

  
	
  FLEET CAPITAL CORPORATION

  	
   

  	
   

  
	
  By:

  	
  /s/ KIM
  BUSHEY

  	
   

  	
   

  
	
  Name:

  	
  Kim Bushey

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President