Exhibit 10.33


June 15, 2005


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:   Fourth Amendment to Term Loan
Agreement


Dear Rick:


Reference is made to that certain Term Loan Agreement
dated as of April 28, 2003, as amended (the “Loan Agreement”), among
United Natural Foods, Inc. (“UNFI”), Stow Mills, Inc. (“SMI”), United
Natural Foods Pennsylvania, Inc. (“UNFPA”) and Albert’s Organics, Inc.
(“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 Fourth Amendment
to Term Loan Agreement shall be referred to as the “Fourth Amendment”.


The Borrowers have
requested that the Lender agree to change the Applicable Libor Margin and the
Lender has agreed to such change, subject to the terms and conditions of this
Fourth Amendment to Term Loan Agreement (“Fourth Amendment”).


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


a.      Appendix
A to the Loan Agreement is amended to delete the defined term “Applicable Libor
Margin” and the definition thereof and to substitute the following in place
thereof:


“Applicable Libor Margin—One
percent (1.00%)”


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


a.      Power, Authority, Etc.   The Borrowers have the power
and authority for the making and performing of this Fourth Amendment to Loan
Agreement This Fourth 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 Fourth Amendment to Loan Agreement is in full force
and effect and is a legal, valid and binding obligation of the Borrowers
enforceable in accordance with its terms subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws and equitable principles
affecting the enforcement of creditors’ rights generally.


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













3.     Conditions Precedent.   Notwithstanding
any of the provisions of the Loan Agreement or any of the other Loan Documents,
and without affecting in any manner the rights of Lender under any other
sections of the Loan Agreement or this Fourth Amendment, this Fourth Amendment
shall not be deemed to be effective unless and until each of the following
conditions has been and continue to be satisfied; provided,
however, that upon satisfaction of the
following conditions the amendment to the Loan Agreement provided in Section 1
of this Fourth Amendment shall be deemed to be effective as of May 1,
2005:


a.      Documentation.   Lender shall have received, in form and
substance satisfactory to Lender, a duly executed copy of this Fourth Amendment
and such additional documents, instructions and certificates as Lender shall require
in connection therewith, all in form and substance satisfactory to Lender and
its counsel.


b.      No Default.   No
Default or Event of Default shall exist.


c.      Corporate Documents.   All
requisite corporate action and proceedings of the Borrowers in connection with
this Fourth Amendment and all documentation and certificates required by Lender
and/or its counsel in connection therewith shall be satisfactory in form and
substance to Lender and its counsel;


d.      Participant Consent.   Lender
shall have received the written consent of its participants to this Fourth
Amendment in form and substance satisfactory to Lender; and


e.      Other Documents.   Such other agreements, instruments,
and documents as Lender may reasonably require in connection with this Fourth
Amendment.


4.     Miscellaneous.


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


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


c.      Loan Document.   This Fourth
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
Fourth Amendment shall be governed by the laws of the State of Connecticut. This
Fourth 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.


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of page intentionally left blank]



 2














Signature
Page to Fourth Amendment to Loan Agreement


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


	
  BORROWERS:

  	
  UNITED NATURAL FOODS, INC.

  
	
   

  	
  By: 

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name: 

  	
  Rick D. Puckett

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
  STOW
  MILLS, INC.

  
	
   

  	
  By: 

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name: 

  	
  Rick D. Puckett

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
  UNITED
  NATURAL FOODS PENNSYLVANIA, INC.

  
	
   

  	
  By: 

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name: 

  	
  Rick D. Puckett

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
  ALBERT’S
  ORGANICS, INC.

  
	
   

  	
  By: 

  	
  /s/ RICK D. PUCKETT

  
	
   

  	
  Name: 

  	
  Rick D. Puckett

  
	
   

  	
  Title: 

  	
  Vice President

  
	
  LENDER:

  	
  FLEET
  CAPITAL CORPORATION

  
	
   

  	
  By: 

  	
  /s/ KIM B. BUSHEY

  
	
   

  	
  Name: 

  	
  Kim B. Bushey

  
	
   

  	
  Title: 

  	
  Senior Vice President

  



 











RATIFICATION OF
GUARANTY AGREEMENT


The undersigned Guarantors acknowledge receipt of the
foregoing Fourth Amendment to Term Loan Agreement (“Fourth Amendment”) and
hereby (a) accept and agree to the terms and provisions of the Fourth
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 15  day of June 15,
2005.


	
  

  	
  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

  	
   

  



 











May 1, 2005


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 Raiffeisen-Boerenleenbank
B.A., “Rabobank International”, New York Branch (“Participant”)


Ladies and Gentlemen:


The Participant acknowledges receipt of the Fourth
Amendment to Term Loan Agreement dated as of the date hereof (“Fourth Amendment”),
a copy of which is attached hereto, pursuant to which the Applicable Libor
Margin (as defined in the Term Loan Agreement) has been decreased to one
percent (1.00%) effective as of May 1, 2005. The Participant consents to
the terms and conditions of the Fourth Amendment. Capitalized terms not
otherwise defined herein shall have the meanings given in the Participation
Agreement.


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


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  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/ BRETT DELFINO

  	
   

  
	
   

  	
  Name: 

  	
  Brett Delfino

  
	
   

  	
  Title: 

  	
  Executive Director

  
	
  ACCEPTED:

  	
   

  
	
  FLEET
  CAPITAL CORPORATION

  	
   

  
	
  By: 

  	
  /s/ KIM BUSHEY

  	
   

  	
   

  
	
  Name: 

  	
  Kim Bushey

  	
   

  
	
  Title: 

  	
  Senior Vice President