PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT.
BY ITS ACQUISITION and holding OF THIS NOTE, THE HOLDER HEREOF WILL BE DEEMED TO
HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY
SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE or any interest therein CONSTITUTES
ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF A
PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER
A-3
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ANY OTHER FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO
SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN ASSETS" OF ANY SUCH PLAN,
ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE or any
interest therein WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION OF ANY APPLICABLE SIMILAR LAWS.
A-4
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No.
CUSIP NO. 1
ISIN
United Natural Foods, Inc. (including any successor thereto) promises to pay to
[Cede & Co.]2 or registered assigns, the principal sum of ________ [(as may be
increased or decreased as set forth on the Schedule of Increases and Decreases
attached hereto)]3 on October 15, 2028.
Interest Payment Dates: April 15 and October 15, beginning April 15, 2021
Record Dates: April 1 and October 1 (whether or not a Business Day)
Reference is made to further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be
entitled to any benefits under the Indenture referred to on the reverse hereof
or be valid or obligatory for any purpose.
1
Rule 144A Note CUSIP: 911163 AA1
Rule 144A Note ISIN: US911163AA17
Regulation S Note CUSIP: U9104L AA4
Regulation S Note ISIN: USU9104LAA45
IAI Note CUSIP: 911163 AB9
IAI Note ISIN: US911163AB99
2
For Global Notes only.
3
For Global Notes only.
A-5
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UNITED NATURAL